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Mirle — Annual Report 2021
Dec 2, 2021
52102_rns_2021-12-02_7c189852-aa2c-47b5-95ec-2a3bd1a06f99.pdf
Annual Report
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Mirle Automation Corporation and Subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2021 and 2020 and Independent Auditors’ Report
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2021 are all the same as the companies required to be included in the consolidated financial statements of the parent company and its subsidiaries under International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of the parent company and its subsidiaries. Hence, we did not prepare a separate set of consolidated financial statements of affiliates.
Very truly yours,
MIRLE AUTOMATION CORPORATION
By
Sun Houng Chairman
March 17, 2022
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Mirle Automation Corporation
Opinion
We have audited the accompanying consolidated financial statements of Mirle Automation Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2021 is described as follows:
The Group is mainly engaged in the design, development, production and sale of medical equipment and its components, and provides after-sales services for these products. The Group also develops and sells software and databases used in automation equipment, and provides construction planning, installation, consulting and maintenance services for the above products.
Construction contract revenue is the Group’s major source of revenue (accounting for about 72% of total revenue). According to the International Financial Reporting Standards, construction contract revenue should be recognized based on the percentage of completion method. If the contract is expected to incur losses, the total loss should be recognized all at once.
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Due to the fact that the contract or order may be started before the contract or order is confirmed, and the revenue will be recognized in advance according to the percentage of completion of the job, there is a risk that the amount of revenue recognized is incorrect; therefore, we considered the authenticity of the contract or order as a significant risk and deemed it as a key audit matter. Refer to Notes 4 and 23 to the consolidated financial statements for the relevant accounting policies on revenue.
The audit procedures performed in response to the aforementioned key audit matter were as follows:
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We understood the internal controls of the contracts and orders, and tested the operating effectiveness of the controls.
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We confirmed that the recognized construction contract revenue was based on actual contracts or orders.
Other Matter
We have also audited the parent company only financial statements of Mirle Automation Corporation as of and for the years ended December 31, 2021 and 2020, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the supervisor, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Mei-Chen Tsai and Ming Hui Chen.
Deloitte & Touche Taipei, Taiwan Republic of China
March 17, 2022
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 29) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 29) Contract assets - current (Notes 4, 5, 23 and 30) Notes receivable (Notes 4, 9, 23 and 29) Accounts receivable (Notes 4, 9, 23 and 29) Receivables from related parties (Notes 4, 23, 29 and 30) Other receivables (Notes 4, 9 and 29) Other receivables from related parties (Notes 4, 29 and 30) Inventories (Notes 4, 5 and 10) Other current assets (Notes 4 and 17) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 29) Investments accounted for using the equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13 and 35) Right-of-use assets (Notes 4, 14 and 35) Intangible assets (Notes 4, 30 and 31) Goodwill (Notes 4, 15 and 28) Deferred income tax assets (Notes 4 and 25) Prepayments for equipment Refundable deposits (Note 29) Prepayments for investments (Note 17) Total non-current assets |
2021 Amount % $ 3,152,743 27 100,078 1 2,950,299 25 62,585 1 487,299 4 2,083 - 124,097 1 380 - 1,449,655 12 164,440 1 8,493,659 72 48,697 1 44,991 - 2,627,425 22 334,043 3 54,962 1 42,389 - 7,779 - 25,046 - 102,094 1 - - 3,287,426 28 |
2020 Amount % $ 2,841,783 25 - - 2,615,024 23 234,469 2 625,506 6 1,993 - 59,001 1 - - 1,503,416 13 176,149 2 8,057,341 72 39,098 - 37,374 - 2,449,453 22 360,833 3 51,661 1 43,906 1 7,779 - 23,147 - 127,937 1 10,000 - 3,151,188 28 |
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TOTAL $ 11,781,085 100 $ 11,208,529 100
| LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term bank loans (Notes 18 and 29) Contract liabilities - current (Notes 4, 5 and 23) Notes payable (Note 29) Accounts payable (Note 29) Accounts payable to related parties (Notes 29 and 30) Current tax liabilities (Notes 4 and 25) Provisions - current (Notes 4 and 20) Lease liabilities - current (Notes 4, 14 and 29) Current portion of long-term bank loans (Notes 18 and 29) Accrued expenses and other current liabilities (Notes 19, 29 and 30) Total current liabilities NON-CURRENT LIABILITIES Long-term bank loans (Notes 18 and 29) Lease liabilities - non-current (Notes 4, 14 and 29) Net defined benefit liabilities - non-current (Notes 4 and 21) Guarantee deposits received (Note 29) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE CORPORATION (Notes 4 and 22) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Exchange differences on the translation of the financial statements of foreign operations Unrealized valuation gain (loss) on financial assets at fair value through other comprehensive income Total equity attributable to shareholders of the Corporation NON-CONTROLLING INTERESTS (Notes 4 and 22) Total equity TOTAL |
2021 Amount % $ 300,000 3 1,338,964 11 107,786 1 3,083,183 26 13,133 - 162,977 1 11,626 - 25,931 - 42,724 - 754,548 7 5,840,872 49 1,188,643 10 234,484 2 302,945 3 318 - 77 - 1,726,467 15 7,567,339 64 1,955,312 17 254,964 2 902,775 8 152,050 1 1,103,145 9 (160,814) (1) (7,045) - 4,200,387 36 13,359 - 4,213,746 36 $ 11,781,085 100 |
2020 | ||
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| Amount % $ 300,000 3 1,676,671 15 63,447 1 2,641,198 24 5,278 - 160,823 1 4,356 - 24,241 - 5,000 - 595,338 5 5,476,352 49 1,058,967 9 257,252 2 306,390 3 318 - 88 - 1,623,015 14 7,099,367 63 1,955,312 18 253,729 2 852,644 8 173,348 1 1,016,226 9 (144,404) (1) (7,645) - 4,099,210 37 9,952 - 4,109,162 37 $ 11,208,529 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| NET SALES (Notes 4, 23, 30 and 35) OPERATING COSTS (Notes 4, 10, 24, 27 and 30) GROSS PROFIT OPERATING EXPENSES (Notes 24 and 30) Selling and marketing expense General and administrative expense Research and development expense Expected credit gain Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Note 24) PROFIT FROM OPERATIONS NONOPERATING INCOME AND EXPENSES Interest income (Note 24) Other income (Notes 16, 24 and 27) Other gains and losses (Notes 24 and 30) Finance costs (Note 24) Share of loss of associates (Note 12) Foreign exchange loss, net Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 25) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Note 22) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans |
2021 Amount % $ 9,861,403 100 7,816,372 79 2,045,031 21 454,971 5 510,421 5 396,118 4 (8,414) - 1,353,096 14 (537) - 691,398 7 20,979 - 30,834 - (6,233) - (11,658) - (29,116) - (79,604) (1) (74,798) (1) 616,600 6 85,198 1 531,402 5 (21,082) - |
2020 | ||
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| Amount % $ 8,908,665 100 7,025,359 79 1,883,306 21 360,546 4 432,550 5 422,972 4 (64) - 1,216,004 13 1,668 - 668,970 8 22,999 - 56,526 1 (5,382) - (13,656) - (20,915) - (130,769) (2) (91,197) (1) 577,773 7 64,389 1 513,384 6 (11,169) - (Continued) |
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MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Unrealized gain on investments in equity instruments at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences on the translation of the financial statements of foreign operations Other comprehensive (loss) income for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO Shareholders of the Corporation Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO Shareholders of the Corporation Non-controlling interests EARNINGS PER SHARE (Note 26) Basic Diluted |
2021 Amount % $ 600 - (16,507) - (36,989) - $ 494,413 5 $ 527,896 5 3,506 - $ 531,402 5 $ 491,004 5 3,409 - $ 494,413 5 $ 2.70 $ 2.70 |
2020 | ||
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| Amount % $ 754 - 20,542 - 10,127 - $ 523,511 6 $ 513,367 6 17 - $ 513,384 6 $ 523,496 6 15 - $ 523,511 6 $ 2.63 $ 2.62 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
BALANCE, JANUARY 1, 2020 Appropriation of 2019 earnings Legal reserve Special reserve Cash dividends distributed by the Corporation - 25% Other changes in capital surplus Changes in capital surplus from investments in associates accounted for using the equity method Net profit for the year ended December 31, 2020 Other comprehensive (loss) income for the year ended December 31, 2020 Total comprehensive income for the year ended December 31, 2020 Non-controlling interests BALANCE, DECEMBER 31, 2020 Appropriation of 2020 earnings Legal reserve Special reserve Cash dividends distributed by the Corporation - 20% Other changes in capital surplus Changes in percentage of ownership interests in subsidiaries Changes in capital surplus from investments in associates accounted for using the equity method Net profit for the year ended December 31, 2021 Other comprehensive (loss) income for the year ended December 31, 2021 Total comprehensive income (loss) for the year ended December 31, 2021 Non-controlling interests BALANCE, DECEMBER 31, 2021 |
Equity Attributable to Shareholders of the Corporation | Equity Attributable to Shareholders of the Corporation | Equity Attributable to Shareholders of the Corporation | Equity Attributable to Shareholders of the Corporation | Non-controlling Total Interests $ 4,069,951 $ 182 - - - - (488,828 ) - (5,409 ) - 513,367 17 10,129 (2) 523,496 15 - 9,755 4,099,210 9,952 - - - - (391,062 ) - 2 - 1,233 - 527,896 3,506 (36,892) (97) 491,004 3,409 - (2) $ 4,200,387 $ 13,359 |
Total Equity $ 4,070,133 - - (488,828 ) (5,409 ) 513,384 10,127 523,511 9,755 4,109,162 - - (391,062 ) 2 1,233 531,402 (36,989) 494,413 (2) $ 4,213,746 |
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Share Capital |
Capital Surplus | Retained Earnings | Unrealized Valuation Exchange Gain (Loss) on Differences on Financial Translation Assets of the Financial at Fair Value Statements of Through Other Foreign Comprehensive Total Operations Income $ 2,029,741 $ (164,948 ) $ (8,399 ) - - - - - - (488,828 ) - - (893 ) - - 513,367 - - (11,169) 20,544 754 502,198 20,544 754 - - - 2,042,218 (144,404 ) (7,645 ) - - - - - - (391,062 ) - - - - - - - - 527,896 - - (21,082) (16,410) 600 506,814 (16,410) 600 - - - $ 2,157,970 $ (160,814) $ (7,045) |
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| Equity Component of Convertible Investments Bonds Issued Accounted for by the Using the Corporation Equity Method $ 234,579 $ 4,516 - - - - - - - (4,516 ) - - - - - - - - 234,579 - - - - - - - - 2 - 1,233 - - - - - - - - $ 234,579 $ 1,235 |
Treasury Shares Transactions $ 19,150 - - - - - - - - 19,150 - - - - - - - - - $ 19,150 |
Total $ 258,245 - - - (4,516 ) - - - - 253,729 - - - 2 1,233 - - - - $ 254,964 |
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| Number of Shares (In Thousands) 195,531 - - - - - - - - 195,531 - - - - - - - - - 195,531 |
Amount $ 1,955,312 - - - - - - - - 1,955,312 - - - - - - - - - $ 1,955,312 |
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| Unappropriated Legal Reserve Special Reserve Earnings $ 785,624 $ 108,311 $ 1,135,806 67,020 - (67,020 ) - 65,037 (65,037 ) - - (488,828 ) - - (893 ) - - 513,367 - - (11,169) - - 502,198 - - - 852,644 173,348 1,016,226 50,131 - (50,131 ) - (21,298 ) 21,298 - - (391,062 ) - - - - - - - - 527,896 - - (21,082) - - 506,814 - - - $ 902,775 $ 152,050 $ 1,103,145 |
The accompanying notes are an integral part of the consolidated financial statements.
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MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit gain Net gain on fair value changes of financial assets at fair value through profit or loss Finance costs Interest income Share of loss of associates Loss (gain) on disposal of property, plant and equipment Loss on disposal of other assets Reversal of write-down of inventories Net loss on foreign currency exchange Lease modification benefits Changes in operating assets and liabilities Contract assets Notes receivable Accounts receivable Receivable from related parties Other receivables Other receivables from related parties Inventories Other current assets Contract liabilities Notes payable Accounts payable Accounts payable to related parties Provisions Accrued expenses and other current liabilities Net defined benefit liabilities Cash generated from operations Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Cash returns from capital reduction of investments in financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Disposal of financial assets at fair value through profit or loss Acquisition of long-term investments accounted for using the equity method Increase in prepayments for long-term investments |
2021 $ 616,600 150,904 28,764 (8,414) (384) 11,658 (20,979) 29,116 537 - (7,122) 6,354 - (335,275) 171,807 163,799 (90) (65,096) (380) 60,973 10,659 (337,707) 44,339 444,369 7,855 7,270 129,322 (24,527) 1,084,352 (83,044) 1,001,308 1,001 (420,000) 320,306 (35,371) - |
2020 $ 577,773 148,021 22,662 (64) (204) 13,656 (22,999) 20,915 (1,697) 29 (19,637) 66,142 (10) (16,312) (136,013) 421,831 2,007 18,203 - 723,485 33,761 155,977 (12,044) (695,042) 5,087 (3,679) (161,855) (13,226) 1,126,767 (45,054) 1,081,713 972 (530,000) 530,204 (39,280) (10,000) (Continued) |
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MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| Net cash outflow on acquisition of subsidiaries Acquisition of property, plant and equipment Disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Increase in prepayments for equipment Interest received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term bank loans Decrease in short-term bank loans Proceeds from long-term bank loans Repayments of long-term bank loans Decrease in guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid Interest paid Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR |
2021 $ - (272,473) 175 25,843 (32,158) (1,899) 22,029 (392,547) 320,000 (320,000) 172,400 (5,000) - (24,859) (391,062) (11,623) (260,144) (37,657) 310,960 2,841,783 $ 3,152,743 |
2020 $ (23,130) (336,740) 19,498 19,902 (22,737) (3,769) 13,589 (381,491) 2,780,000 (3,380,000) 1,058,967 (5,000) (3,212) (25,011) (488,828) (13,608) (76,692) 7,149 630,679 2,211,104 $ 2,841,783 |
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The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES
1. GENERAL INFORMATION
Mirle Automation Corporation (the “Corporation”) was incorporated in Hsinchu Science Industrial Park, Republic of China (ROC) on February 2, 1989 and commenced business on March 16, 1989. The Corporation is mainly engaged in the business of automation equipment systems and its components, various parking facilities, medical equipment and the design, development, production and sale of the automation equipment used in these products, and also provides after-sales services for the products. The Corporation is also engaged in the leasing business, and develops and sells software and databases that are used in automation equipment. Moreover, the Corporation also provides construction planning, installation, consulting and maintenance services for the above products.
The Corporation’s shares were listed and have been trading on the Taiwan Stock Exchange (TWSE) since September 2001.
The consolidated financial statements are presented in the Corporation’s functional currency, the New Taiwan dollar.
2. APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements were approved by the board of directors and authorized for issue on March 17, 2022.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
The initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Corporation and the entities controlled by the Corporation (collectively, the “Group”) accounting policies.
- b. The IFRSs endorsed by the FSC for application starting from 2022
| New IFRSs “Annual Improvements to IFRS Standards 2018-2020” Amendments to IFRS 3 “Reference to the Conceptual Framework” Amendments to IAS 16 “Property, Plant and Equipment - Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract” |
Effective Date Announced by International Accounting Standards Board (IASB) |
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| January 1, 2022 (Note 1) January 1, 2022 (Note 2) January 1, 2022 (Note 3) January 1, 2022 (Note 4) |
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Note 1: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
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Note 2: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
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Note 3: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
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Note 4: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
As of the date the consolidated financial statements were authorized for issue, the Group has assessed that the application of the above standards and interpretations will not have a material impact on the Group’s financial position and financial performance.
- c. New IFRSs in issued but not yet endorsed and issued into effect by the FSC
| New IFRSs Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between An Investor and Its Associate or Joint Venture” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 - Comparative Information” Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 1 “Disclosure of Accounting Policies” Amendments to IAS 8 “Definition of Accounting Estimates” Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction” |
Effective Date Announced by the IASB (Note 1) |
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| To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 (Note 2) January 1, 2023 (Note 3) January 1, 2023 (Note 4) |
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
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Note 2: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
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Note 3: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
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Note 4: Except for deferred taxes that will be recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.
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As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of the above standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- a. Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.
- b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
-
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
-
3) Level 3 inputs are unobservable inputs for an asset or liability.
-
c. Classification of current and non-current assets and liabilities
Current assets include:
-
Assets held primarily for the purpose of trading;
-
Assets expected to be realized within 12 months after the reporting period; and
-
Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
-
Liabilities held primarily for the purpose of trading;
-
Liabilities due to be settled within 12 months after the reporting period; and
-
Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
The Group is engaged in the construction business, which has an operating cycle of over 1 year. The normal operating cycle applies when considering the classification of the Group’s construction-related assets and liabilities.
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d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Corporation and the entities controlled by the Corporation (i.e., its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group.
All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the shareholders of the Corporation and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the shareholders of the Corporation.
See Note 11, Table 5 and Table 6 for detailed information on subsidiaries (including percentages of ownership and main businesses).
e. Business combinations
Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interests in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation at the non-controlling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets.
f. Foreign currencies
In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated at the rates prevailing at the date when the fair value is determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are
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recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary item denominated in a foreign currency and measured at historical cost is stated at the reporting currency as originally translated from the foreign currency.
For the purpose of presenting consolidated financial statements, the financial statements of the Group’s foreign operations (including subsidiaries and associates in other countries) that are prepared using functional currencies which are different from the currency of the Group are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the shareholders of the Corporation and non-controlling interests as appropriate).
g. Inventories
Inventories consist of raw materials, supplies, finished goods and work in progress and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.
- h. Investments in associates
An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture.
The Group uses the equity method to account for its investments in associates.
Under the equity method, investments (including goodwill) in associates are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of the equity of associates.
Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.
When the Corporation subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates accounted for using the equity method. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.
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The entire carrying amount of an investment is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount (including goodwill). Any impairment loss recognized is not allocated to any asset that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
When the Group transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’s consolidated financial statements only to the extent of interests in the associate that are not related to the Group.
- i. Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.
Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.
Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
- j. Goodwill
Goodwill arising from the acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment loss.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that are expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently whenever there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. Any impairment loss recognized for goodwill is not reversed in subsequent periods.
If goodwill has been allocated to a cash-generating unit and the Group disposes of an operation within that unit, the goodwill associated with the operation which is disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal and is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.
-
16 -
-
k. Intangible assets
-
1) Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.
When the Group has a right to charge for the usage of concession infrastructure (as a consideration for providing construction services in a service concession arrangement), it recognizes this as an intangible asset. The intangible asset is subsequently measured at cost less accumulated amortization and any accumulated impairment loss.
- 2) Internally-generated intangible assets - research and development expenditures
Expenditures on research activities are recognized as expenses in the period in which they are incurred.
- 3) Derecognition of intangible assets
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
- l. Impairment of property, plant and equipment, right-of-use assets, intangible assets other than goodwill and assets related to contract costs
At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use assets and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
Before the Group recognizes an impairment loss from assets related to contract costs, any impairment loss on inventories and property, plant and equipment related to the contract applicable under IFRS 15 shall be recognized in accordance with applicable standards. Then, impairment loss from the assets related to the contract costs is recognized to the extent that the carrying amount of the assets exceeds the remaining amount of consideration that the Group expects to receive in exchange for related goods or services less the costs which relate directly to providing those goods or services and which have not been recognized as expenses. The assets related to the contract costs are then included in the carrying amount of the cash-generating unit to which they belong for the purpose of evaluating impairment of that cash-generating unit.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit or assets related to contract costs is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset, cash-generating unit or assets related to contract costs in prior years. A reversal of an impairment loss is recognized in profit or loss.
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m. Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss (FVTPL)) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
- 1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
- a) Measurement categories
Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at fair value through other comprehensive income (FVTOCI).
- i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such financial assets are mandatorily classified at FVTPL.
Financial assets at FVTPL are subsequently measured at fair value, and any dividends or interest earned on such financial assets are recognized in other income and interest income, respectively; any remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 29: Financial Instruments.
- ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivable, accounts receivable, other receivables and refundable deposits are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
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Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
-
i) Purchased or originated credit-impaired financial asset, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
-
ii) Financial asset that is not credit impaired on purchase or origination but has subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
A financial asset is credit impaired when one or more of the following events have occurred:
-
i) Significant financial difficulty of the issuer or the borrower;
-
ii) Breach of contract, such as a default;
-
iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or
-
iv) The disappearance of an active market for that financial asset because of financial difficulties.
Cash equivalents include time deposits with original maturities within 1 year from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
- iii. Investments in equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
- b) Impairment of financial assets and contract assets
The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivable), as well as contract assets.
The Group always recognizes lifetime expected credit losses (ECLs) for accounts receivable and contract assets. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition,
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the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
For internal credit risk management purposes, the Group considers the following situations as indications that a financial asset is in default (without taking into account any collateral held by the Group):
-
i. Internal or external information shows that the debtor is unlikely to pay its creditors.
-
ii. Financial asset is more than 90 days past due unless the Group has reasonable and corroborative information to support a more lagged default criterion.
The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account.
c) Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
2) Equity instruments
Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
-
3) Financial liabilities
-
a) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
- b) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
-
20 -
-
n. Provisions
Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
Warranties
Provisions for the expected cost of warranty obligations to assure that products comply with agreed-upon specifications are recognized on the date of sale of the relevant products at the best estimate by the management of the Corporation of the expenditures required to settle the Group’s obligations.
- o. Revenue recognition
The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
For contracts where the period between the date on which the Group transfers a promised good or service to a customer and the date on which the customer pays for that good or service is one year or less, the Group does not adjust the promised amount of consideration for the effects of a significant financing component.
- 1) Revenue from the sale of goods
Revenue from the sale of goods comes from sales of information products. The Group recognizes income and accounts receivable in accordance with the terms stated in the contract.
The Group does not recognize revenue on materials delivered to subcontractors because this delivery does not involve a transfer of control.
2) Revenue from the rendering of services
As the Group provides hardware and software installation services, customers simultaneously receive and consume the benefits provided by the Group’s performance. Consequently, the related revenue is recognized when services are rendered.
3) Construction contract revenue
Customers control properties while the construction is in progress; thus, the Group recognizes revenue over time. The Group measures the progress on the basis of costs incurred relative to the total expected costs as there is a direct relationship between the costs incurred and the progress of satisfying the performance obligations. Contract assets are recognized during the construction and are reclassified to accounts receivable at the point at which the customer is invoiced. If the milestone payments exceed the revenue recognized to date, then the Group recognizes contract liabilities for the difference. Certain payments, which are retained by the customer as specified in the contract, are intended to ensure that the Group adequately completes all of its contractual obligations. Such retention receivables are recognized as contract assets until the Group satisfies its performance obligations.
When the outcome of a performance obligation cannot be reasonably measured, contract revenue is recognized only to the extent of contract costs incurred in satisfying the performance obligation for which recovery is expected.
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p. Leases
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
1) The Group as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.
2) The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for by applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate will be used.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in future lease payments resulting from a change in a lease term, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. For a lease modification that is not accounted for as a separate lease, the Group accounts for the remeasurement of the lease liability by (a) decreasing the carrying amount of the right-of-use asset of lease modifications that decreased the scope of the lease, and recognizing in profit or loss any gain or loss on the partial or full termination of the lease; (b) making a corresponding adjustment to the right-of-use asset of all other lease modifications. Lease liabilities are presented on a separate line in the consolidated balance sheets.
q. Borrowing costs
Borrowing costs are recognized in profit or loss in the period in which they are incurred.
- r. Government grants
Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.
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Government grants related to income are recognized as a reduction of the related costs and expenses or in other income on a systematic basis over the periods in which the Group recognizes as expenses the related costs that the grants intend to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they are received.
-
s. Employee benefits
-
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
- 3) Termination benefits
A liability for a termination benefit is recognized at the earlier of when the Group can no longer withdraw the offer of the termination benefit and when the Group recognizes any related restructuring costs.
- t. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
- 1) Current tax
Income tax payable (refundable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.
According to the Income Tax Law in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.
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Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
- 2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, and research and development expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and such temporary differences are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
3) Current and deferred taxes
Current and deferred taxes are recognized in profit or loss.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, management is required to make judgments, estimations, and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The Group considers the possible impact of the recent development of the COVID-19 in Taiwan and its economic environment implications when making its critical accounting estimates on cash flow projections, growth rate, discount rate, profitability, etc. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
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Key Sources of Estimation Uncertainty
a. Write-down of inventories
The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value is based on current market conditions and historical experience in the sale of products of a similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value.
b. Construction contracts
Contract revenue and costs are recognized by reference to the stage of completion of each contract. The stage of completion of a contract is measured based on the proportion of contract costs incurred for work performed to date to the estimated total contract costs. Incentives and penalties stipulated in the contract are considered as variable consideration and should be included in the contract revenue only when it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
The estimated total contract costs and contractual items are assessed and determined by management, based on the nature of the work, expected sub-contracting charges, construction periods, processes, methods, etc., for each construction contract. Changes in these estimates might affect the calculation of the percentage of completion and related profit and loss from the construction contracts. See Note 23 for the details.
6. CASH AND CASH EQUIVALENTS
| Cash on hand Demand deposits Checking accounts Cash equivalents Time deposits with original maturities of 3 months or less Time deposits with original maturities of more than 3 months but less than 1 year |
December 31 | December 31 | |
|---|---|---|---|
| 2021 $ 9,611 1,649,905 1,080 800,550 691,597 $ 3,152,743 |
2020 $ 9,885 1,844,080 737 309,149 677,932 $ 2,841,783 |
The market rates intervals of cash in bank at the end of the reporting period were as follows:
| Bank balance |
December 31 |
|---|---|
| 2021 2020 0.001%-2.65% 0.001%-2.55% |
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7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| Financial assets at fair value through profit or loss (FVTPL)-current Financial assets mandatorily classified as at FVTPL Non-derivative financial assets Mutual funds |
December 31 | December 31 | |
|---|---|---|---|
| 2021 $ 100,678 |
2020 $ - |
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| Non-current Investments in equity instruments at FVTOCI Domestic investments Unlisted shares Foreign investments Unlisted shares |
December | 31 | |
|---|---|---|---|
| 2021 $ 48,697 $ 12,125 36,572 $ 48,697 |
2020 $ 39,098 $ - 39,098 $ 39,098 |
The Corporation invested in TIEF Fund, L.P. and Phoenix II Innovation Venture Capital Co., Ltd. for medium to long-term strategic purposes, and expects to make profit through long-term investments. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Corporation’s strategy of holding these investments for long-term purposes.
9. NOTES RECEIVABLE, ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES
| Notes receivable Operating Less: Allowance for impairment loss Accounts receivable At amortized cost Gross carrying amount Less: Allowance for impairment loss |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2021 $ 62,784 (199) $ 62,585 $ 504,222 (16,923) $ 487,299 |
2020 $ 234,591 (122) $ 234,469 $ 655,119 (29,613) $ 625,506 (Continued) |
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Other receivables Business tax Others Less: Allowance for impairment loss |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2021 $ 100,186 26,850 127,036 (2,939) $ 124,097 |
2020 $ 43,733 18,207 61,940 (2,939) $ 59,001 (Concluded) |
a. Notes receivable and accounts receivable
The average credit period of sales of goods was 30 to 180 days.
In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debt. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group’s credit risk was significantly reduced.
The Group measures the loss allowance for accounts receivable at an amount equal to lifetime ECLs. The expected credit losses on accounts receivable are estimated using a provision matrix prepared by reference to the past default experience of the customer, the customer’s current financial position, economic condition of the industry in which the customer operates, as well as the GDP forecasts and industry outlook. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.
The Group writes off an accounts receivable when there is evidence indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation. For accounts receivable that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
The following table details the loss allowance of notes receivable and accounts receivable based on the Group’s provision matrix:
December 31, 2021
| Gross carrying amount Loss allowance (Lifetime ECLs) Amortized cost |
Up to 30 Days $ 140,496 (1,060) $ 139,436 |
31 to 90 Days $ 164,138 (1,748) $ 162,390 |
91 to 180 Days $ 158,049 (1,323) $ 156,726 |
Over 180 Days $ 104,323 (12,991) $ 91,332 |
Total $ 567,006 (17,122) $ 549,884 |
|---|---|---|---|---|---|
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December 31, 2020
| Gross carrying amount Loss allowance (Lifetime ECLs) Amortized cost |
Up to 30 Days $ 229,231 (2,015) $ 227,216 |
31 to 90 Days $ 290,073 (2,492) $ 287,581 |
91 to 180 Days $ 176,316 (851) $ 175,465 |
Over 180 Days $ 194,090 (24,377) $ 169,713 |
Total $ 889,710 (29,735) $ 859,975 |
|---|---|---|---|---|---|
The movements of the loss allowance of notes receivable and accounts receivable were as follows:
Balance at January 1 Less: Amounts written off Less: Net remeasurement of loss allowance Foreign exchange gains and losses Balance at December 31 |
For the Years Ended December 31 | For the Years Ended December 31 | For the Years Ended December 31 |
|---|---|---|---|
| 2021 $ 29,735 (4,165) (8,414) (34) $ 17,122 |
2020 $ 29,689 - (64) 110 $ 29,735 |
As of December 31, 2021 and 2020, the amounts of loss allowance which included individually impaired notes receivable and accounts receivable of debtors in significant financial difficulty were $8,151 thousand and $19,041 thousand, respectively. The expected credit losses recognized are the carrying amounts of notes receivable and accounts receivable. The Group does not hold any collateral over the balance of these notes receivable and accounts receivable.
10. INVENTORIES
| Finished goods Work in progress Raw materials Inventory in transit |
December 31 | December 31 | |
|---|---|---|---|
| 2021 $ 24,406 929,233 442,055 53,961 $ 1,449,655 |
2020 $ 27,920 1,094,659 376,792 4,045 $ 1,503,416 |
The components of operating costs related to inventories are as follows:
Cost of goods sold Inventory reversed Sale of scraps |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2021 $ 7,816,372 $ (7,122) $ (8,686) |
2020 $ 7,025,359 $ (19,637) $ (643) |
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11. SUBSIDIARIES
a. Subsidiaries included in the consolidated financial statements
| Investor Investee Nature of Activities The Corporation MIRTEK (BVI) CORP. LTD. Investment MIRLE AUTOMATION INTER CORP. LTD. Machinery installation construction, automatic warehousing and logistics equipment and cybernation equipment construction DAVID INVESTMENT CO., LTD. Investment FACTORY AUTOMATION INTERNATIONAL CO., LTD. Design of computer application package software and sale of computer peripheral equipment MIRTEK (BVI) CORP. LTD. Mirle Automation Technology (Shanghai) Co., Ltd. Developing, producing and selling of various packing machines, labeling machines, other food machinery, components of thermoforming models and automatic storage management equipment, logistics, other automated product systems and services and computer and network system integration and services MIRLE HOLDING CO., LTD. Investment MIRLE HOLDING CO., LTD. Mirle Automation (Kunshan) Co., Ltd. Researching, developing and producing of welding robots and their welding equipment, automatic storage and management equipment, logistics and other automated product systems, industrial controller products and systems and providing industrial robot system, visual inspection system and computer and network system integrated application services DAVID INVESTMENT CO., LTD. IOT SERVICES INFORMATION SYSTEM CORPORATION Machinery and equipment manufacturing and installation construction, wholesale and retail sale of computing and business machinery equipment IOT SERVICES INFORMATION SYSTEM CORPORATION VAN QUOC INFORMATION TECHNOLOGY CONSULTING SERVICES CO., LTD. Machinery and equipment installation construction, wholesale and retail sale of computing and business machinery equipment |
Proportion of Ownership (%) |
|---|---|
| **December 31 ** | |
| 2021 2020 100 100 100 100 99 99 51 51 100 100 100 100 100 100 100 99 100 100 |
On August 10, 2020, the Corporation’s board of directors approved the capital increase of US$30 thousand in MIRTEK (BVI) CORP. LTD., remitted NT$891 thousand on August 20, 2020.
On November 9, 2020, the Corporation’s board of directors approved the reinvestment in Factory Automation International Co., Ltd. for an amount not more than NT$50,000 thousand. On December 25, 2020, the Corporation remitted NT$42,075 thousand to acquire 51% interest and obtained control of the aforementioned company. For more information, refer to Note 28.
On May 10, 2021, DAVID INVESTMENT CO., LTD. acquired 1% of the shares released by other shareholders of IOT SERVICES INFORMATION SYSTEM CORPORATION for NT$100 thousand, and the shareholding ratio increased from 99% to 100%.
On November 10, 2021, the Corporation’s board of directors approved the capital increase of NT$2,700 thousand in cash for 300 thousand ordinary shares of MIRLE AUTOMATION INTER CO., LTD.
Except for FACTORY AUTOMATION INTERNATIONAL CO., LTD., the consolidated financial statements of the subsidiaries for the years ended December 31, 2021 and 2020 were based on the audited financial statements of the subsidiaries for the same years. Management considers that even if these financial statements are to be reviewed, they would not have a significant impact on the Group.
- 29 -
12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| Investments in associates Material associates MAIN DRIVE CORPORATION Mirle Automation Technology (Guangdong) Co., Ltd. |
December | 31 | |
|---|---|---|---|
| 2021 $ 34,310 10,681 $ 44,991 |
2020 $ 37,374 - $ 37,374 |
| a. Material associates Name of Associate MAIN DRIVE CORPORATION Mirle Automation Technology (Guangdong) Co., Ltd. |
Proportion of Ownership and Voting Rights |
|---|---|
| **December 31 ** | |
| 2021 2020 26.85% 27.61% 49% - |
Refer to Table 5 “Information on Investees” and Table 6 “Information on Investments in Mainland China” for the nature of activities, principal place of business and country of incorporation of the associate.
The Corporation subscribed for 3,928 thousand common shares of MAIN DRIVE CORPORATION for NT$39,280 thousand in cash after approval was obtained from the board of directors on May 11, 2020, which increased the proportion of ownership from 20.40% to 27.61%.
The Corporation subscribed for 2,485 thousand common shares of MAIN DRIVE CORPORATION for NT$24,850 thousand in cash after approval was obtained from the board of directors on May 12, 2021, which decreased the proportion of ownership from 27.61% to 26.85%.
The Corporation reinvested Mirle Automation Technology (Guangdong) Co., Ltd. with its own funds through Mirle Automation Technology (Shanghai) Co., Ltd. for RMB2,450 thousand in cash after approval was obtained from the board of directors on August 11, 2021. As of December 31, 2021, the shareholding ratio was 49%.
All the associates were accounted for using the equity method.
The summarized financial information below represents amounts shown in the associate’s financial statements prepared in accordance with IFRSs adjusted by the Group for equity accounting purposes.
MAIN DRIVE CORPORATION
| Current assets Non-current assets Current liabilities Non-current liabilities Equity |
December 31 | December 31 | |
|---|---|---|---|
| 2021 $ 110,941 140,606 (90,001) (33,761) $ 127,785 |
2020 $ 85,563 133,939 (43,255) (40,880) $ 135,367 (Continued) |
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| Proportion of the Group’s ownership Equity attributable to the Group Carrying amount Operating revenue Net loss for the year Mirle Automation Technology (Guangdong) Co., Ltd. Current assets Non-current assets Current liabilities Non-current liabilities Equity Proportion of the Group’s ownership Equity attributable to the Group Carrying amount Operating revenue Net profit for the year |
**December 31 ** | |
|---|---|---|
| 2021 2020 26.85% 27.61% $ 34,310 $ 37,374 $ 34,310 $ 37,374 (Concluded) For the Years Ended December 31 |
||
| 2021 2020 $ 24,824 $ 7,759 $ (107,582) $ (84,344) December 31, 2021 $ 30,510 - (8,712) - $ 21,798 49% $ 10,681 $ 10,681 2021 $ 9,278 $ 62 |
- b. Except for Mirle Automation Technology (Guangdong) Co., Ltd, the share of profit or loss and other comprehensive income (loss) of the investments in the associate accounted for using the equity method for the years ended December 31, 2021 and 2020 were based on the associate’s audited financial statements for the same years. Management considers that even if these financial statements are to be reviewed, they would not have a significant impact on the Group.
13. PROPERTY, PLANT AND EQUIPMENT
| PROPERTY, PLANT AND EQUIPMENT | |||
|---|---|---|---|
| Assets used by the Group Assets leased under operating leases |
**December 31 ** | ||
| 2021 $ 2,626,656 769 $ 2,627,425 |
2020 $ 2,448,940 513 $ 2,449,453 |
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| Cost Balance at January 1, 2021 Additions Disposals Transfers to assets leased under operating leases Reclassified Effects of foreign currency exchange differences Balance at December 31, 2021 Accumulated depreciation Balance at January 1, 2021 Depreciation expenses Disposals Transfers to assets leased under operating leases Effects of foreign currency exchange differences Balance at December 31, 2021 Accumulated impairment Balance at January 1, 2021 Disposals Balance at December 31, 2021 Carrying amount at December 31, 2021 Cost Balance at January 1, 2020 Additions Disposals Transfers from assets leased under operating leases Transfers to assets used by the Group Acquisitions through business combinations Reclassified Effects of foreign currency exchange differences Balance at December 31, 2020 Accumulated depreciation Balance at January 1, 2020 Depreciation expenses Disposals Transfers from assets leased under operating leases Transfers to assets used by the Group Acquisitions through business combinations Effects of foreign currency exchange differences Balance at December 31, 2020 Accumulated impairment Balance at January 1, 2020 and December 31, 2020 Carrying amount at December 31, 2020 |
Assets | Used by the Grou | p | Assets Lease Operating |
d under Leases Machinery Equipment $ - - - 1,142 - - $ 1,142 $ - 228 - 641 - $ 869 $ - - $ - $ 273 $ 18,018 - - - (17,217 ) - - (801) $ - $ 1,756 - - - (1,678 ) - (78) $ - $ - $ - |
Total - $ 3,241,678 302,326 (43,012 ) - - (4,175) $ 3,496,817 $ 787,567 120,681 (42,070 ) - (1,214) $ 864,964 $ 4,658 (230) $ 4,428 $ 2,627,425 $ 2,991,390 295,492 (59,495 ) 41,683 (41,683 ) 452 - 13,839 $ 3,241,678 $ 708,376 117,358 (41,694 ) 2,392 (2,392 ) 367 3,160 $ 787,567 $ 4,658 $ 2,449,453 |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| F |
reehold Land $ 179,901 - - - - - $ 179,901 $ - - - - - $ - $ - - $ - $ 179,901 $ 179,901 - - - - - - - $ 179,901 $ - - - - - - - $ - $ - $ 179,901 |
Buildings and Ancillary Equipment $ 2,315,874 2,694 (3,516 ) - 24,411 (3,165) $ 2,336,298 $ 532,869 64,351 (3,103 ) - (521) $ 593,596 $ - - $ - $ 1,742,702 $ 2,280,414 4,640 (6,970 ) 24,466 - - - 13,324 $ 2,315,874 $ 472,806 64,113 (6,970 ) 714 - - 2,206 $ 532,869 $ - $ 1,783,005 |
Machinery Equipment T $ 305,432 32,580 (26,881 ) (1,142 ) 16,801 (192) $ 326,598 $ 166,453 38,466 (26,659 ) (641 ) (62) $ 177,557 $ 4,658 (230) $ 4,428 $ 144,613 $ 296,809 33,431 (47,255 ) 17,217 - - 3,423 1,807 $ 305,432 $ 158,477 36,171 (30,487 ) 1,678 - - 614 $ 166,453 $ 4,658 $ 134,321 |
ransportation Equipment $ 48,849 5,038 (3,822 ) - - (392) $ 49,943 $ 32,636 5,181 (3,633 ) - (346) $ 33,838 $ - - $ - $ 16,105 $ 47,966 3,075 (2,381 ) - - - - 189 $ 48,849 $ 29,476 4,925 (1,908 ) - - - 143 $ 32,636 $ - $ 16,213 |
Office Equipment $ 90,879 12,690 (8,793 ) - - (353) $ 94,423 $ 54,976 12,194 (8,675 ) - (242) $ 58,253 $ - - $ - $ 36,170 $ 84,470 8,314 (2,889 ) - - 452 - 532 $ 90,879 $ 44,773 11,832 (2,329 ) - - 367 333 $ 54,976 $ - $ 35,903 |
Leasehold Improvement $ 1,068 1,060 - - - (71) $ 2,057 $ 610 249 - - (46) $ 813 $ - - $ - $ 1,244 $ 1,127 - - - - - - (59) $ 1,068 $ 374 259 - - - - (23) $ 610 $ - $ 458 |
Work in Progress $ 299,139 247,994 - - (41,212 ) - $ 505,921 $ - - - - - $ - $ - - $ - $ 505,921 $ 56,530 246,032 - - - - (3,423 ) - $ 299,139 $ - - - - - - - $ - $ - $ 299,139 |
Buildings and Ancillary Equipment $ 536 - - - - (2) $ 534 $ 23 12 - - 3 $ 38 $ - - $ - $ 496 $ 26,155 - - - (24,466 ) - - (1,153) $ 536 $ 714 58 - - (714 ) - (35) $ 23 $ - $ 513 |
Operating leases relate to leases of buildings and ancillary equipment and machinery equipment with lease terms between 1 and 10 years. The lessees do not have bargain purchase options to acquire the assets at the expiry of the lease periods.
The maturity analysis of lease payments receivable under operating lease payments was as follows:
| Year 1 Year 2 Year 3 |
December | 31 | |
|---|---|---|---|
| 2021 $ 2,657 91 - $ 2,748 |
2020 $ 119 119 89 $ 327 |
There was no indication of impairment on the Group’s property, plant and equipment for the years ended December 31, 2021 and 2020.
- 32 -
The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:
Buildings and ancillary equipment 3-50 years Machinery equipment 2-20 years Transportation equipment 4-9 years Office equipment 2-10 years
The major component of the Group’s buildings comprises the main building of the plant and electromechanical power equipment, which are depreciated on a straight-line basis over their estimated useful lives of 40-50 years and 3-15 years, respectively.
14. LEASE ARRANGEMENTS
- a. Right-of-use assets
| Carrying amount Land Transportation equipment Additions to right-of-use assets Depreciation charge for right-of-use assets Land Buildings Transportation equipment |
December 31 | December 31 | |
|---|---|---|---|
| 2021 2020 $ 328,483 $ 356,843 5,560 3,990 $ 334,043 $ 360,833 For the Years Ended December 31 |
|||
| 2021 $ 3,781 $ 28,012 - 2,211 $ 30,223 |
2020 $ 14,825 $ 29,078 453 1,132 $ 30,663 |
b. Lease liabilities
| Carrying amount Current Non-current Range of discount rate for lease liabilities was as follows: Land Transportation equipment |
December 31 | |
|---|---|---|
| 2021 2020 $ 25,931 $ 24,241 $ 234,484 $ 257,252 **December 31 ** |
||
| 2021 2020 1.92%-2.16% 1.92%-2.16% 1.44% 1.44% |
- 33 -
c. Material leasing activities and terms
The Group leases land and transportation equipment for office space and operational uses with lease terms of 9-50 years and 2-3 years, respectively. The Group does not have bargain purchase options to acquire the leasehold land and transportation equipment at the end of the lease terms.
d. Other lease information
Expenses relating to short-term leases Expenses relating to low-value asset leases Total cash outflow for leases |
For the Years Ended | For the Years Ended | December 31 |
|---|---|---|---|
| 2021 $ 8,482 $ 141 $ (38,944) |
2020 $ 10,515 $ 2,408 $ (43,798) |
The Group’s leases of certain buildings and office equipment qualify as short-term leases and leases of certain office equipment qualify as low-value asset leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
15. GOODWILL
Cost Balance at January 1 Additional amounts recognized from business combinations that occurred during the year (Note 28) Effect of foreign currency exchange differences Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2021 $ 43,906 - (1,517) $ 42,389 |
2020 $ 12,663 31,922 (679) $ 43,906 |
16. OTHER INTANGIBLE ASSETS
| Licenses and Franchises Cost Balance at January 1, 2021 $ 9,389 Additions - Disposals - Effect of foreign currency exchange differences - Balance at December 31, 2021 $ 9,389 |
Computer Software $ 56,043 5,157 (9,479) (53) $ 51,668 |
Others $ 49,436 27,001 (1,945) (112) $ 74,380 |
Total $ 114,868 32,158 (11,424) (165) $ 135,437 (Continued) |
|---|---|---|---|
- 34 -
| Licenses and Franchises Accumulated amortization Balance at January 1, 2021 $ 3,755 Amortization expenses 470 Disposals - Effect of foreign currency exchange differences - Balance at December 31, 2021 $ 4,225 Carrying amount at December 31, 2021 $ 5,164 Cost Balance at January 1, 2020 $ 9,389 Additions - Disposals - Effect of foreign currency exchange differences - Balance at December 31, 2020 $ 9,389 Accumulated amortization Balance at January 1, 2020 $ 3,286 Amortization expenses 469 Disposals - Effect of foreign currency exchange differences - Balance at December 31, 2020 $ 3,755 Carrying amount at December 31, 2020 $ 5,634 |
Computer Software $ 29,024 14,089 (9,479) (35) $ 33,599 $ 18,069 $ 58,319 12,669 (15,158) 213 $ 56,043 $ 29,031 14,985 (15,129) 137 $ 29,024 $ 27,019 |
Others $ 30,428 14,205 (1,945) (37) $ 42,651 $ 31,729 $ 39,103 10,068 - 265 $ 49,436 $ 23,118 7,208 - 102 $ 30,428 $ 19,008 |
Total $ 63,207 28,764 (11,424) (72) $ 80,475 $ 54,962 $ 106,811 22,737 (15,158) 478 $ 114,868 $ 55,435 22,662 (15,129) 239 $ 63,207 $ 51,661 (Concluded) |
|---|---|---|---|
The Group signed several power purchase agreements with Taiwan Power Company that would expire in 20 years starting from the date of interconnection of the electric generators. The gains for the years ended December 31, 2021 and 2020, which were recognized as other income, amounted to $2,452 thousand and $2,501 thousand, respectively.
Other intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:
| Service concession arrangements | 20 years |
|---|---|
| Computer software | 3 years |
| Others | 10 years |
Other intangible assets pledged as collateral for bank borrowings are set out in Note 31.
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17. OTHER CURRENT ASSETS
| Current Payments in advance Overpaid VAT Prepayments for construction Temporary payments Prepayments foreign travel Others Non-current Prepayments for investments |
December 31 | December 31 | |
|---|---|---|---|
| 2021 $ 40,039 47,571 13,724 13,707 11,545 37,854 $ 164,440 $ - |
2020 $ 11,465 59,448 37,386 22,074 8,882 36,894 $ 176,149 $ 10,000 |
The Corporation plans to invest in Phoenix II innovation Venture Capital Co., Ltd. and has injected capital of NT$10,000 thousand in 2020. As of December 31, 2020, the aforementioned company was approved for establishment on January 14, 2021.
18. BORROWINGS
- a. Short-term bank loans
| Unsecured borrowings Working capital loan |
December 31 | December 31 | |
|---|---|---|---|
| 2021 $ 300,000 |
2020 $ 300,000 |
The effective interest rate of the working capital loan was 0.51% as of December 31, 2021 and 2020.
- b. Long-term bank loans
| Unsecured borrowings Bank loans - expiring before April 15, 2027 Less: Current portion |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2021 $ 1,231,367 (42,724) $ 1,188,643 |
2020 $ 1,063,967 (5,000) $ 1,058,967 |
The effective interest rates of the long-term bank loans were 0.41%-0.50% and 0.41%-0.85% as of December 31, 2021 and 2020, respectively.
- 36 -
19. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
| Bonuses Salaries Outsourcing fee Purchases of equipment Compensation of employees and remuneration of directors and supervisors Others |
December 31 | December 31 | |
|---|---|---|---|
| 2021 $ 297,488 103,523 66,855 45,392 15,655 225,635 $ 754,548 |
2020 $ 264,388 111,281 17,179 15,539 14,672 172,279 $ 595,338 |
20. PROVISIONS - CURRENT
| Warranties Balance at January 1 Additional provisions recognized Amount used Effect of foreign currency exchange differences Balance at December 31 |
**December ** | **31 ** | |
|---|---|---|---|
| 2021 2020 $ 11,626 $ 4,356 For the Year Ended December 31 |
|||
| 2021 $ 4,356 30,736 (23,461) 5 $ 11,626 |
2020 $ 8,035 30,107 (33,805) 19 $ 4,356 |
The provision for warranty claims represents the present value of management’s best estimate of the future outflow of economic benefits that will be required under the Group’s obligations for warranties under contracts for the sale of goods. The estimate has been made on the basis of historical warranty trends and may vary as a result of new materials, altered manufacturing processes or other events affecting product quality.
21. RETIREMENT BENEFIT PLANS
- a. Defined contribution plans
The Corporation, DAVID INVESTMENT CO., LTD., IOT SERVICES INFORMATION SYSTEM CORPORATION and FACTORY AUTOMATION INTERNATIONAL CO., LTD. adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, the Corporation makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
In accordance with the relevant local laws and ordinances, MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD., MIRLE AUTOMATION (KUNSHAN) CO., LTD. and MIRLE AUTOMATION INTER CORP LTD. contribute a specific ratio of the local employees’ monthly salary to the pension funds of their respective countries.
- 37 -
b. Defined benefit plans
The defined benefit plan adopted by the Corporation in accordance with the Labor Standards Act is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Corporation contributes amounts equal to 11% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Corporation assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Corporation is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Corporation has no right to influence the investment policy and strategy.
The amounts included in the consolidated balance sheets in respect of the Corporation’s defined benefit plans are as follows:
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities |
December 31 | December 31 | |
|---|---|---|---|
| 2021 $ 559,090 (256,145) $ 302,945 |
2020 $ 637,231 (330,841) $ 306,390 |
Movements in net defined benefit liabilities were as follows:
| Present Value | |||
|---|---|---|---|
| of the Defined | Net Defined | ||
| Benefit | Fair Value of | Benefit | |
| Obligation | the Plan Assets | Liabilities | |
| Balance at January 1, 2020 | $ 683,329 |
$ (374,882) |
$ 308,447 |
| Service cost | |||
| Current service cost | 3,830 | - | 3,830 |
| Net interest expense (income) | 5,125 |
(2,857) |
2,268 |
| Recognized in profit or loss | 8,955 |
(2,857) |
6,098 |
| Remeasurement | |||
| Return on plan assets (excluding amounts | |||
| included in net interest) | - | (12,623) | (12,623) |
| Actuarial loss | |||
| Changes in demographic assumptions | 627 | - | 627 |
| Changes in financial assumptions | 14,141 | - | 14,141 |
| Experience adjustments | 9,024 |
- |
9,024 |
| Recognized in other comprehensive loss | |||
| (income) | 23,792 |
(12,623) |
11,169 |
| Contributions from the employer | - |
(19,324) |
(19,324) |
| Benefits paid | (78,845) |
78,845 |
- |
| Balance at December 31, 2020 | 637,231 |
(330,841) |
306,390 |
| Service cost | |||
| Current service cost | 2,518 | - | 2,518 |
| Net interest expense (income) | 3,186 |
(1,680) |
1,506 |
| Recognized in profit or loss | 5,704 |
(1,680) |
4,024 |
| (Continued) |
- 38 -
| Present Value | Present Value | |||||
|---|---|---|---|---|---|---|
| of the Defined | Net Defined | |||||
| Benefit | Fair Value of | Benefit | ||||
| Obligation | the | Plan Assets | Liabilities | |||
| Remeasurement | ||||||
| Return on plan assets (excluding amounts | ||||||
| included in net interest) | $ | - |
$ | (4,608) |
$ | (4,608) |
| Actuarial loss | ||||||
| Changes in demographic assumptions | 14,423 | - | 14,423 | |||
| Changes in financial assumptions | (6,267) | - | (6,267) | |||
| Experience adjustments | 17,534 |
- |
17,534 | |||
| Recognized in other comprehensive loss | ||||||
| (income) | 25,690 |
(4,608) |
21,082 | |||
| Contributions from the employer | - |
(28,551) |
(28,551) | |||
| Benefits paid | (109,535) |
109,535 |
- | |||
| Balance at December 31, 2021 | $ | 559,090 |
$ | (256,145) |
$ | 302,945 |
| (Concluded) |
Through the defined benefit plans under the Labor Standards Act, the Corporation is exposed to the following risks:
-
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets shall not be below the interest rate for a 2-year time deposit with local banks.
-
2) Interest risk: A decrease in the government or corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.
-
3) Salary risk: The present value of the defined benefit obligation is calculated using the future salaries of plan participants. As such, an increase in the salaries of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations are as follows:
| follows: | |
|---|---|
| Discount rate Expected rate of salary increase |
December 31 |
| 2021 2020 0.625% 0.500% 4% 4% |
If possible reasonable changes in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| Discount rate 0.25% increase 0.25% decrease Expected rate of salary increase 0.25% increase 0.25% decrease |
December | 31 | |
|---|---|---|---|
| 2021 $ (12,496) $ 12,943 $ 12,323 $ (11,968) |
2020 $ (14,143) $ 14,670 $ 13,952 $ (13,533) |
- 39 -
The above sensitivity analysis may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions will occur in isolation of one another as some of the assumptions may be correlated.
| Expected contributions to the plans for the next year Average duration of the defined benefit obligation |
December 31 | December 31 | |
|---|---|---|---|
| 2021 $ 8,030 9.0 years |
2020 $ 10,152 9.3 years |
22. EQUITY
- a. Share capital
1) Ordinary shares
| Shares authorized (in thousands of shares) Shares authorized Shares issued and fully paid (in thousands of shares) Shares issued |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2021 250,000 $ 2,500,000 195,531 $ 1,955,312 |
2020 226,000 $ 2,260,000 195,531 $ 1,955,312 |
Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.
A total of 20,000 thousand ordinary shares are reserved for the exercise of employee share options, preferred shares with share options or bonds with attached share options.
b. Capital surplus
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (1) Conversion of bonds Treasury share transactions May only be used to offset a deficit Changes in percentage of ownership interests in subsidiaries (2) Share of changes in capital surplus of associates (3) |
December 31 | December 31 | |
|---|---|---|---|
| 2021 $ 234,579 19,150 2 1,233 $ 254,964 |
2020 $ 234,579 19,150 - - $ 253,729 |
-
1) Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and to once a year).
-
40 -
-
2) Such capital surplus arises from the effects of changes in ownership interests in subsidiaries resulting from equity transactions other than actual disposals or acquisitions or from changes in capital surplus of subsidiaries accounted for using the equity method.
-
3) Pursuant to IAS 28, if the Corporation subscribes for the shares of its associates at a percentage different from its existing ownership percentage, causing the proportion of ownership to change but still having significant influence on the associate, its adjusted capital surplus may only be used to offset deficit.
-
c. Retained earnings and dividends policy
The shareholders of the Corporation held their regular meeting on July 29, 2021 and in that meeting, resolved the amendments to the Corporation’s Articles of Incorporation (the “Articles”). The board of directors is authorized to adopt a special resolution to distribute dividends and bonuses in cash and a report of such distribution should be submitted in the shareholders’ meeting.
Under the dividends policy as set forth in the amended Articles, where the Corporation made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. If the surplus distribution is issued as cash dividends, the board of directors shall be authorized to distribute by special resolution and shall be reported to the shareholders' meeting.
In accordance with the Corporation’s Articles, the dividends policy is to enable the shareholders to have a share in the Group's profit, for continuous expansion of its business and stabilization of profitability. At least 30% of the dividends to be distributed to shareholders shall be allocated, and the total cash dividends paid in any given year should be at least 40% of total dividends distributed
Under the dividends policy as set forth in the Articles before the amendments, where the Corporation made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders.
In accordance with the Corporation’s Articles, the dividends policy is to enable the shareholders to have a share in the Group's profit, for continuous expansion of its business and stabilization of profitability. The total cash dividends paid in any given year should be at least 40% of total dividends distributed.
For the policies on the distribution of compensation of employees and remuneration of directors and supervisors after the amendment, refer to compensation of employees and remuneration of directors and supervisors in Note 24(h).
An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Corporation’s paid-in capital. The legal reserve may be used to offset deficits. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.
- 41 -
The appropriations of earnings for 2020 and 2019, which were approved in the shareholders’ meetings on July 29, 2021 and June 12, 2020, respectively, were as follows:
Legal reserve Special reserve Cash dividends Cash dividends per share (NT$) |
Appropriation of Earnings | Appropriation of Earnings | Appropriation of Earnings |
|---|---|---|---|
| For the Year Ended | December 31 | ||
| 2020 $ 50,131 $ (21,298) $ 391,062 $ 2.0 |
2019 $ 67,020 $ 65,037 $ 488,828 $ 2.5 |
The appropriation of earnings for 2021, which were proposed by the Corporation’s board of directors on March 17, 2022, were as follows:
| For the Year | For the Year | |
|---|---|---|
| Ended | ||
| December 31, | ||
| 2021 | ||
| Legal reserve | $ | 50,681 |
| Special reserve | $ | 15,809 |
| Cash dividends | $ | 430,169 |
| Cash dividends per share (NT$) | $ | 2.2 |
The above appropriation for cash dividends has been resolved by the Corporation’s board of directors; the other proposed appropriations will be resolved by the shareholders in their meeting to be held on June 9, 2022.
- d. Special reserve
Balance at January 1 (Reversals) appropriations in respect of (Reversal of) debits to other equity items Balance at December 31 |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|
| 2021 2020 $ 173,348 $ 108,311 (21,298) 65,037 $ 152,050 $ 173,348 |
e. Other equity items
- 1) Exchange differences on the translation of the financial statements of foreign operations
Balance at January 1 Recognized for the year Exchange differences on the translation of the financial statements of foreign operations Other comprehensive (loss) income recognized for the year Balance at December 31 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2021 $ (144,404) (16,410) (16,410) $ (160,814) |
2020 $ (164,948) 20,544 20,544 $ (144,404) |
-
42 -
-
2) Unrealized valuation gain (loss) on financial assets at FVTOCI
Balance at January 1 Recognized for the year Unrealized gain (loss) - equity instruments Other comprehensive income (loss) recognized for the year Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2021 $ (7,645) 600 600 $ (7,045) |
2020 $ (8,399) 754 754 $ (7,645) |
f. Non-controlling interests
Balance at January 1 Share in profit for the year Other comprehensive income (loss) during the year Exchange differences on translating the financial statements of foreign entities Non-controlling interests arising from acquisition of subsidiaries (see Note 28) Acquisition of non-controlling interests in subsidiaries Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2021 2020 $ 9,952 $ 182 3,506 17 (97) (2) - 9,755 (2) - $ 13,359 $ 9,952 |
23. REVENUE
Revenue from contracts with customers Construction contract revenue Revenue from the sale of goods Revenue from the rendering of services a. Contract balances December 31, 2021 Notes receivable (Note 9) $ 62,585 Accounts receivable (Note 9) $ 487,299 Receivables from related parties (Note 30) $ 2,083 Contract assets - current Construction contracts $ 2,950,299 Contract liabilities - current Construction contracts $ 1,338,964 |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2021 $ 7,125,743 2,210,170 525,490 $ 9,861,403 December 31, 2020 $ 234,469 $ 625,506 $ 1,993 $ 2,615,024 $ 1,676,671 |
2020 $ 5,297,339 3,182,940 428,386 $ 8,908,665 January 1, 2020 $ 98,022 $ 1,099,350 $ 4,000 $ 2,607,856 $ 1,520,694 |
- 43 -
b. Disaggregation of customer contract revenue
| For the years ended December 31, 2021 Type of goods or services Construction contract revenue Revenue from the sale of goods Revenue from the rendering of services For the years ended December 31, 2020 Type of goods or services Construction contract revenue Revenue from the sale of goods Revenue from the rendering of services |
Reportable Segments | ||
|---|---|---|---|
| Logistics System Segment Information and Controller Segment $ 6,709,552 $ 416,191 320,898 1,885,272 101,241 424,249 $ 7,131,691 $ 2,729,712 $ 4,595,372 $ 701,967 364,971 2,817,969 91,305 337,081 $ 5,051,648 $ 3,857,017 |
Total $ 7,125,743 2,210,170 525,490 $ 9,861,403 $ 5,297,339 3,182,940 428,386 $ 8,908,665 |
24. NET PROFIT (LOSS) FROM CONTINUING OPERATIONS a. Other operating income and expenses
Loss (gain) on disposal of property, plant and equipment Loss on disposal of other assets b. Interest income |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2021 $ (537) - $ (537) |
2020 $ 1,697 (29) $ 1,668 |
Bank deposits Others |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2021 $ 18,568 2,411 $ 20,979 |
2020 $ 22,214 785 $ 22,999 |
- 44 -
c. Other income
Government grant income (Note 27) Franchise income (Note 16) Rental income Others |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2021 $ 10,367 2,452 2,171 15,844 $ 30,834 |
2020 $ 12,533 2,501 542 40,950 $ 56,526 |
d. Other gains and losses
Net gain on fair value changes of financial assets at fair value through profit or loss Other net losses |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2021 $ 384 (6,617) $ (6,233) |
2020 $ 204 (5,586) $ (5,382) |
e. Finance costs
Interest on bank loans Interest on lease liabilities Depreciation and amortization Property, plant and equipment Right-of-use assets Other intangible assets An analysis of depreciation by function Operating costs Operating expense |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2021 $ 6,196 5,462 $ 11,658 For the Year Ended |
2020 $ 7,792 5,864 $ 13,656 December 31 |
||
| 2021 $ 120,681 30,223 28,764 $ 179,668 $ 46,061 104,843 $ 150,904 |
2020 $ 117,358 30,663 22,662 $ 170,683 $ 43,553 104,468 $ 148,021 (Continued) |
f. Depreciation and amortization
- 45 -
An analysis of amortization by function Operating costs Selling and marketing expense General and administrative expense Research and development expense Other expense |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2021 $ 7,242 1,711 15,308 4,033 470 $ 28,764 |
2020 $ 5,246 1,521 10,395 5,031 469 $ 22,662 (Concluded) |
g. Employee benefits expense
| Employee benefits expense | |||
|---|---|---|---|
Post-employment benefits (Note 21) Defined contribution plans Defined benefit plans Termination benefits Other employee benefits Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses |
**For the Year Ended December 31 ** | ||
| 2021 $ 50,037 4,024 54,061 3,824 1,647,207 $ 1,705,092 $ 969,733 735,359 $ 1,705,092 |
2020 $ 45,519 6,098 51,617 4,347 1,420,537 $ 1,476,501 $ 743,621 732,880 $ 1,476,501 |
h. Employees’ compensation and remuneration of directors and supervisors
According to the Corporation’s Articles, the Corporation accrues compensation of employees and remuneration of directors and supervisors at rates of no less than 1% and no higher than 2%, respectively, of net profit before income tax, compensation of employees, and remuneration of directors and supervisors. The compensation of employees and the remuneration of directors and supervisors for the years ended December 31, 2021 and 2020, which were approved by the Corporation’s board of directors on March 17, 2022 and March 18, 2021, respectively, are as follows:
Accrual rate
Compensation of employees Remuneration of directors and supervisors Amount Compensation of employees Remuneration of directors and supervisors |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2021 2020 1% 1% 1.5% 1.5% For the Year Ended December 31 |
||
| 2021 Cash $ 6,254 9,382 |
2020 | |
| Cash $ 5,863 8,795 |
- 46 -
If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.
There is no difference between the actual amounts of compensation of employees and remuneration of directors and supervisors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2020 and 2019.
Information on the compensation of employees and remuneration of directors and supervisors resolved by the Corporation’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.
25. INCOME TAXES RELATING TO CONTINUING OPERATIONS
- a. Income tax recognized in profit or loss
Major components of income tax expense are as follows:
| For the Year Ended December 31 2021 2020 Current tax In respect of the current year $ 125,875 $ 88,500 Adjustments for prior year (40,677) (24,111) Deferred tax In respect of the current year - - Income tax expense recognized in profit or loss $ 85,198 $ 64,389 A reconciliation of accounting profit and income tax expense is as follows: For the Year Ended December 31 2021 2020 Profit before tax from continuing operations $ 616,600 $ 577,773 Income tax expense calculated at the statutory rate $ 123,320 $ 115,555 Nondeductible expenses in determining taxable income 4,890 6,337 Item that should be reduce (2,386) (28,183) Unrecognized temporary differences (14,995) (22,679) Effect of different tax rates of group entities operating in other jurisdictions 15,046 17,470 Adjustments for prior years’ tax (40,677) (24,111) Income tax expense recognized in profit or loss $ 85,198 $ 64,389 b. Current tax liabilities December 31 2021 2020 Current tax liabilities Income tax payable $ 162,977 $ 160,823 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 88,500 (24,111) - $ 64,389 December 31 |
|||
| 2021 2020 $ 616,600 $ 577,773 $ 123,320 $ 115,555 4,890 6,337 (2,386) (28,183) (14,995) (22,679) 15,046 17,470 (40,677) (24,111) $ 85,198 $ 64,389 **December 31 ** |
|||
| 2021 $ 162,977 |
2020 $ 160,823 |
- 47 -
c. Deferred tax assets
The movements of deferred tax assets were as follows:
For the year ended December 31, 2021
| Deferred tax assets Temporary differences Associates For the year ended December 31, 2020 Deferred tax assets Temporary differences Associates |
Opening Balance Recognized in Profit or Loss $ 7,779 $ - Opening Balance Recognized in Profit or Loss $ 7,779 $ - |
Closing Balance $ 7,779 |
|---|---|---|
| Closing Balance $ 7,779 |
- d. Deductible temporary differences, unused loss carryforwards and unused investment credits for which no deferred tax assets have been recognized in the consolidated balance sheets
| Deductible temporary differences Deferred revenue |
**December ** | **31 ** | |
|---|---|---|---|
| 2021 $ 382 |
2020 $ 364 |
- e. The aggregate amount of temporary differences associated with investments for which deferred tax liabilities have not been recognized
As of December 31, 2021 and 2020, the taxable temporary differences associated with investments in subsidiaries and branches for which no deferred tax liabilities have been recognized were $141,387 thousand and $139,017 thousand, respectively.
- f. Income tax assessments
The income tax returns through 2019 have been assessed by the tax authorities.
26. EARNINGS PER SHARE
Unit: NT$ Per Share
Basic earnings per share Diluted earnings per share |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2021 $ 2.70 $ 2.70 |
2020 $ 2.63 $ 2.62 |
- 48 -
The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share were as follows:
Net Profit for the Year
Profit for the year attributable to shareholders of the Corporation Earnings used in the computation of basic earnings per share Effect of potentially dilutive ordinary shares Compensation of employees Earnings used in the computation of diluted earnings per share |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2021 $ 527,896 527,896 - $ 527,896 |
2020 $ 513,367 513,367 - $ 513,367 |
The weighted average number of ordinary shares outstanding (in thousands of shares) was as follows:
Weighted average number of ordinary shares used in the computation of basic earnings per share Effect of potentially dilutive ordinary shares Compensation of employees Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2021 195,531 169 195,700 |
2020 195,531 199 195,730 |
The Group may settle the compensation of employees in cash or shares; therefore, the Group assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
27. GOVERNMENT GRANTS
The Corporation applied for subsidies from the Ministry of Economic Affairs under “Salary and Working Capital of Businesses with Financial Difficulties in the Manufacturing and Technical Service Industries Affected by Severe Pneumonia with Novel Pathogens” in 2020, which was available for application from April 2020 to June 2020. The amount of subsidies allocated to the Corporation, recognized as government grant income, was NT$67,635 thousand, and as of December 31, 2020, the decrease in the accumulated salary expenses decreased recognized was NT$57,285 thousand and other income recognized was NT$10,350 thousand.
The Corporation participated in a project proposed by the Ministry of Economic Affairs called “Smart Measuring Technology Applied to 3D Curved Glass Manufacturing Process”, with the Institute for Information Industry in June 2020. The amount of subsidy provided by the Ministry of Economic Affairs was NT$12,893 thousand. As of June 30, 2021, the case has been closed, and the accumulated government grant income recognized was NT$12,419 thousand.
- 49 -
28. BUSINESS COMBINATIONS
- a. Subsidiaries acquired
| Proportion of | ||||
|---|---|---|---|---|
| Voting Equity | ||||
| Interests | Consideration | |||
| Subsidiary | Principal Activity | Date of Acquisition | Acquired (%) |
Transferred |
| Factory | Design of computer | December 25, 2020 | 51 | $ 42,075 |
| Automation | application package | |||
| International | software and sale of | |||
| Co., Ltd. | computer and | |||
| peripheral equipment |
In 2020, the Group acquired 51% of the equity of Factory Automation International Co., Ltd. Refer to Note 11 for the details.
- b. Consideration transferred
| FACTORY | |
|---|---|
| AUTO- | |
| MATION | |
| INTER- | |
| NATIONAL | |
| CO., LTD. | |
| Cash | $ 42,075 |
| Assets acquired and liabilities assumed at the date of acquisition | |
| FACTORY | |
| AUTO- | |
| MATION | |
| INTER- | |
| NATIONAL | |
| CO., LTD. | |
| Current assets | |
| Cash and cash equivalents | $ 18,945 |
| Other current assets | 1,353 |
| Non-current assets | |
| Property, plant and equipment | 85 |
| Refundable deposits | 50 |
| Non-current liabilities | (525) |
| $ 19,908 |
- c. Assets acquired and liabilities assumed at the date of acquisition
The initial accounting for the acquisition of FACTORY AUTOMATION INTERNATIONAL CO., LTD. was only provisionally determined at the end of the year. The tax bases of FACTORY AUTOMATION INTERNATIONAL CO., LTD. assets were required to be reset based on the market values of the assets. At the date of issuance of these consolidated financial statements, the necessary market valuations and other calculations have not been finalized, and they have, therefore, only been provisionally determined based on management’s best estimate of the likely tax values.
- 50 -
d. Goodwill recognized on acquisitions
| FACTORY | |
|---|---|
| AUTO- | |
| MATION | |
| INTER- | |
| NATIONAL | |
| CO., LTD. | |
| Consideration transferred | $ 42,075 |
| Plus: Non-controlling interests | 9,755 |
| Less: Fair value of identifiable net assets acquired | (19,908) |
| Goodwill recognized on acquisitions | $ 31,922 |
The goodwill recognized in the acquisitions of FACTORY AUTOMATION INTERNATIONAL CO., LTD. mainly represents the control premium included in the cost of the combinations. In addition, the consideration paid for the combinations effectively included amounts attributed to the benefits of expected synergies, revenue growth, future market development and the assembled workforces of FACTORY AUTOMATION INTERNATIONAL CO., LTD. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
- e. Net cash (outflow) inflow on the acquisition of subsidiaries
| FACTORY | |
|---|---|
| AUTO- | |
| MATION | |
| INTER- | |
| NATIONAL | |
| CO., LTD. | |
Consideration paid in cash |
$ (42,075) |
| Less: Cash and cash equivalent balances acquired | 18,945 |
| $ (23,130) |
- f. Impact of acquisitions on the results of the Group
The financial results of the acquirees since the acquisition dates, which are included in the consolidated statements of comprehensive income, are as follows:
| FACTORY | |
|---|---|
| AUTO- | |
| MATION | |
| INTER- | |
| NATIONAL | |
| CO., LTD. | |
| Revenue | $ - |
| Net loss for the year | $ - |
- 51 -
Had FACTORY AUTOMATION INTERNATIONAL CO., LTD. concluded the acquisition at the beginning of 2020, the Group’s revenue would have been $8,913,777 thousand, and the profit would have been $508,431 thousand for the year ended December 31, 2020. This pro-forma information is for illustrative purposes only and is not necessarily an indication of the revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed at the beginning of the acquisition year, 2020, nor is it intended to be a projection of future results.
In determining the pro-forma revenue and profit of the Group had FACTORY AUTOMATION INTERNATIONAL CO., LTD. been acquired at the beginning of the financial year, the management considered the following:
-
1) The fair values of property, plant and equipment, rather than their carrying amounts recognized in the respective pre-acquisition financial statements at the initial accounting for the business combination, were used as the basis for the depreciation of property, plant and equipment.
-
2) Borrowing costs were estimated based on the financial status, credit rating and debt/equity position of the Group after the business combination
29. FINANCIAL INSTRUMENTS
- a. Fair value of financial instruments not measured at fair value
The management believes that except for the financial assets at amortized cost whose fair values cannot be reliably measured, the carrying amounts of the other financial assets and financial liabilities approximate their fair values.
-
b. Fair value of financial instruments measured at fair value on a recurring basis
-
1) Fair value hierarchy
December 31, 2021
| Financial assets at FVTPL Mutual funds Financial assets at FVTOCI Investments in equity instruments Domestic unlisted shares Foreign unlisted shares December 31, 2020 Financial assets at FVTOCI Investments in equity instruments Foreign unlisted shares |
Level 1 $ 100,078 $ - - $ - Level 1 $ - |
Level 2 $ - $ - - $ - Level 2 $ - |
Level 3 $ - $ 12,125 35,572 $ 48,697 Level 3 $ 39,098 |
Total $ 100,078 |
|---|---|---|---|---|
$ 12,125 35,572 |
||||
$ 48,697 |
||||
Total $ 39,098 |
There were no transfers between Levels 1 and 2 in the current and prior years.
-
52 -
-
2) Reconciliation of Level 3 fair value measurements of financial instruments
| Financial Assets Balance at January 1 Recognized in other comprehensive income Purchases Cash returns Balance at December 31 |
Financial Assets at FVTOCI | Financial Assets at FVTOCI | Financial Assets at FVTOCI |
|---|---|---|---|
| Equity Instruments | |||
| 2021 $ 39,098 600 10,000 (1,001) $ 48,697 |
2020 $ 39,316 754 - (972) $ 39,098 |
- 3) Valuation techniques and inputs applied for Level 3 fair value measurement
The fair value of unlisted shares is estimated based on the financial statements of the issuer of such shares or based on the observable price of stock of comparable companies at the end of the period. The estimated fair value is further evaluated by comparing the financial position and financial performance of the issuer with the comparable companies and by applying the implied value multiplier to the estimated price at the balance sheet date.
- c. Categories of financial instruments
| Financial assets FVTPL Mandatorily classified as at FVTPL Amortized cost Cash and cash equivalents Notes receivable (including related parties) Accounts receivable (including related parties) Other receivables (including related parties) Refundable deposits Financial assets at FVTOCI Equity instruments Financial liabilities Amortized cost Short-term bank loans Notes payable Accounts payable (including related parties) Accrued expenses and other current liabilities Long-term bank loans (including current portion) Lease liabilities Guarantee deposits received |
December 31 |
|---|---|
| 2021 2020 $ 100,078 $ - 3,152,743 2,841,783 63,060 234,554 488,907 627,414 124,477 59,001 102,094 127,937 48,697 39,098 300,000 300,000 107,786 63,447 3,096,316 2,646,476 754,548 595,338 1,231,367 1,063,967 260,415 281,493 318 318 |
- d. Financial risk management objectives and policies
The Group’s financial risk management objectives are to manage market risk, credit risk and liquidity risk relating to the operations of the Group. To reduce the related financial risks, the Group is committed to identify, evaluate and avoid the uncertainty of the market to reduce the potentially negative effects of market volatility on the Group’s financial performance.
- 53 -
The Group’s important financial activities were reviewed by the management in accordance with relevant regulations and internal control system. During the execution of the financial plans, the Group strictly complied with the relevant financial operating procedures.
1) Market risk
The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).
There had been no change to the Group’s exposure to market risks or the manner in which these risks were managed and measured.
a) Foreign currency risk
Several subsidiaries of the Group have foreign currency denominated sales and purchases, which expose the Group to foreign currency risk.
The Group’s main operating activities are foreign currency denominated sales and purchases, which expose the Group to the risk of exchange rate changes.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities are set out in Note 33.
Sensitivity analysis
The Group is mainly exposed to the USD, RMB and the JPY.
The following table details the Group’s sensitivity to a 5% increase and decrease in the New Taiwan dollar (i.e., the functional currency) against the relevant foreign currencies. The sensitivity analysis included outstanding foreign currency denominated monetary items and adjusted their translation at the end of the reporting period for a 5% change in foreign currency rates. The sensitivity analysis included cash and cash equivalents, accounts receivable, accounts payable, and short-term bank loans. A negative number below indicates a decrease in pre-tax profit associated with the New Taiwan dollar strengthening 5% against the relevant currency. For a 5% weakening of the New Taiwan dollar against the relevant currency, there would be an equal and opposite impact on pre-tax profit and the balances below would be positive.
| Profit or loss |
USD Impact For the Year Ended December 31 2021 2020 $ (107,895 ) $ (109,430 ) |
RMB Impact For the Year Ended December 31 2021 2020 $ (3,689 ) $ (8,686 ) |
JPY Impact |
|---|---|---|---|
| For the Year Ended December 31 |
|||
| 2021 2020 $ 362 $ (412 ) |
The Group’s sensitivity to exchange rates decreased during the year, mainly due to the decrease in the exchange rate of the USD and the decrease in time deposits denominated in RMB.
b) Interest rate risk
The Group is exposed to interest rate risk because entities in the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix of fixed and floating rate borrowings and using interest rate swap contracts and forward interest rate contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetites ensuring the most cost-effective hedging strategies are applied.
- 54 -
The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the year were as follows:
| Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets Financial liabilities |
December 31 |
|---|---|
| 2021 2020 $ 1,492,147 $ 987,081 - - 1,649,905 1,844,080 1,791,782 1,645,460 |
Sensitivity analysis
The sensitivity analysis below was determined based on the Group’s exposure to interest rates for both derivative and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the reporting period was outstanding for the whole year. A 5% increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 1% higher and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2021 and 2020 would have decreased by $17,918 thousand and $16,455 thousand, respectively, which was mainly attributable to the Group’s exposure to cash flow interest rate risk on its variable-rate borrowings.
The Group’s sensitivity to interest rates changed during the current year mainly due to the increase in variable-rate debt instruments.
2) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of counterparties to discharge an obligation and financial guarantee provided by the Group arises from the carrying amount of the respective recognized financial assets as stated in the consolidated balance sheets.
The Group’s concentration of credit risk was 42.39% and 45.77% of total accounts receivable as of December 31, 2021 and 2020, respectively, which was attributable to the Group’s ten largest customers in the property construction business segment. The concentration of credit risk of the remaining accounts receivable was not significant.
3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
-
55 -
-
a) Liquidity and interest rate risk tables for non-derivative financial liabilities
The following table details the Group’s remaining contractual maturities for its non-derivative financial liabilities with agreed upon repayment periods. The table have been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The tables include both interest and principal cash flows.
Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed upon repayment dates.
To the extent that interest flows are at floating rates, the undiscounted amount was derived from the interest rate curve at the end of the reporting period.
December 31, 2021
| On Demand or Less than 1 Month Non-interest bearing (Note) $ 465,590 Lease liabilities 2,528 Variable interest rate liabilities - $ 468,118 |
1-3 Months 3 Months to 1 Year $ 1,191,682 $ 296,919 5,055 22,752 6,705 336,019 $ 1,203,442 $ 655,690 |
1+ Years $ 50,886 277,838 1,188,643 |
|---|---|---|
$ 1,517,367 |
Further information on the maturity analysis of the above financial liabilities was as follows:
| Less than 1 Year 1-5 Years Lease liabilities $ 30,335 $ 127,619 Variable interest rate liabilities 342,724 1,172,619 $ 373,059 $ 1,300,238 December 31, 2020 On Demand or Less than 1 Month Non-interest bearing (Note) $ 296,636 Lease liabilities 2,383 Variable interest rate liabilities - $ 299,019 |
5-10 Years $ 96,859 16,024 $ 112,883 1-3 Months $ 1,021,433 4,693 - $ 1,026,126 |
10-15 Years 15-20 Years $ 53,360 $ - - - $ 53,360 $ - 3 Months to 1 Year $ 205,625 21,117 305,000 $ 531,742 |
20+ Years $ - - $ - 1+ Years $ 43,485 287,104 1,058,967 $ 1,389,556 |
20+ Years $ - - |
|---|---|---|---|---|
| $ - |
Further information on the maturity analysis of the above financial liabilities was as follows:
| Lease liabilities Variable interest rate liabilities |
Less than 1 Year $ 28,193 305,000 $ 333,193 |
1-5 Years $ 112,625 992,004 $ 1,104,629 |
5-10 Years $ 112,935 66,963 $ 1,798,898 |
10-15 Years $ 61,544 - $ 61,544 |
15-20 Years $ - - $ - |
20+ Years $ - - |
|---|---|---|---|---|---|---|
| $ - |
Note: Non-interest bearing liabilities do not include estimated accounts payable.
- 56 -
b) Financing facilities
| Long-term bank loan facilities: Amount used Amount unused Short-term bank loan facilities: Amount used Amount unused |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2021 $ 1,231,367 1,473,113 $ 2,704,480 $ 1,166,812 3,787,748 $ 4,954,560 |
2020 $ 1,063,967 1,649,313 $ 2,713,280 $ 988,825 4,520,666 $ 5,509,491 |
30. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the Corporation and its subsidiaries, which are related parties of the Corporation, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below:
a. Related party name and relationship
Related Party Name
Related Party Category
MAIN DRIVE CORPORATION MIRLE AUTOMATION TECHNOLOGY (GUANGDONG) CO., LTD. I-MEI FOODS CO., LTD. I-MEI JISHENG CO., LTD. I-MEI BIOMEDICINE CO., LTD. I-MEI MACROBIOTICS CO., LTD. JIANXUE RESTAURANT CO., LTD. I-MEI STORE COMPANY LTD. I-ME-I INFORMATION TECHNOLOGY CO., LTD.
OPENFIND INFORMATION TECHNOLOGY INC.
SHINE MEI FOODS MARKETING & DISTRIBUTION CO., LTD. SOUTH POLE FOODS CO., LTD. GOLDEN SADDLE MACHINERY CO., LTD.
Associate Associate
Key management personnel Subsidiary of key management personnel Subsidiary of key management personnel Subsidiary of key management personnel Subsidiary of key management personnel Substantive related party Substantive related party
Substantive related party
Substantive related party
Substantive related party Substantive related party
- b. Operating transactions
Sales Associates Substantive related parties Key management personnel Subsidiaries of key management personnel |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2021 $ 21,455 6,006 1,998 123 $ 29,582 |
2020 $ 2,453 6,689 7,547 463 $ 17,152 |
(Continued)
- 57 -
Purchases Associates Manufacturing expenses Associates Operating expenses Substantive related parties Associates Other losses Associates |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2021 $ 16,555 $ 60 $ 645 165 $ 810 $ - |
2020 $ 5,181 $ - $ 871 79 $ 950 $ 16 (Concluded) |
- Lease arrangements the Group is lessor - Lease arrangements the Group is lessor under operating leases
The Group leases out plant, parking spaces and dormitories to its associate, MAIN DRIVE CORPORATION, under operating leases with lease terms of 1 year. As of December 31, 2021, the balance of the operating lease receivable was $2,536 thousand. The amounts of lease income recognized for the year ended December 31, 2021 were as follows:
| Related Party Category Associates MAIN DRIVE CORPORATION Acquisition of other assets Related Party Category/Name Line Items Substantive related parties Other intangible assets |
For the Year Ended December 31, 2021 $ 1,811 Purchase Price |
|---|---|
| For the Year Ended December 31, 2021 $ 79 |
The products sold to related parties and purchases from related parties have no other suitable counterparties to compare with, so the collection and payment term are the same as general customers. Manufacturing expenses and operating expenses of the Group and related parties are outsourcing fee, management and support expenses, which are based on the prices decided by both parties and payment terms.
- 58 -
For the acquisition of other intangible assets between the Corporation and related parties, the transaction price and payment terms shall be negotiated by both parties.
- c. Balances on the balance sheet date
| Contract assets Substantive related party Accounts receivable from related parties Substantive related parties I-MEI STORE COMPANY LTD. I-ME-I INFORMATION TECHNOLOGY CO., LTD. Others Key management personnel Associates Subsidiaries of key management personnel Notes receivable from related parties Substantive related parties I-MEI STORE COMPANY LTD. Key management personnel I-MEI FOODS CO., LTD. Other receivables from related parties Associates MAIN DRIVE CORPORATION Accounts payable to related parties Associates MAIN DRIVE CORPORATION Accrued expenses and other current liabilities Associates Substantive related parties |
**December ** | **31 ** | |
|---|---|---|---|
| 2021 $ - $ 1,550 1 - 50 7 - $ 1,608 $ 255 220 $ 475 $ 380 $ 13,133 $ 63 - $ 63 |
2020 $ 1,000 $ 784 880 29 172 - 43 $ 1,908 $ - 85 $ 85 $ - $ 5,278 $ 83 25 $ 108 |
No collateral is provided for the outstanding payables to related parties, which will be paid off by cash. The outstanding accounts receivable from related parties are unsecured. For the years ended December 31, 2021 and 2020, no impairment losses were recognized for the accounts receivable from related parties.
- 59 -
d. Remuneration of key management personnel
The remuneration of directors and the key management personnel for the years ended December 31, 2021 and 2020 was as follows:
Short-term employee benefits Post-employment benefits |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2021 $ 63,567 1,708 $ 65,275 |
2020 $ 54,992 1,983 $ 56,975 |
The remuneration of directors and key executives, as determined by the remuneration committee, is based on the performance of individuals and market trends.
31. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets had been pledged or mortgaged as collateral mainly for bank borrowings:
| Other intangible assets | **December ** | **31 ** | |
|---|---|---|---|
| 2021 $ 5,164 |
2020 $ 5,634 |
32. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
The Group’s significant commitments and contingencies as of December 31, 2021 were as follows:
The balance of endorsements/guarantees provided by the Corporation for Mirle Automation Technology (Shanghai) Co., Ltd, Mirle Automation (Kunshan) Co., Ltd. and Mirle Automation Inter Corp. Ltd. were $470,560 thousand, $110,720 thousand and $83,040 thousand, respectively.
33. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies of the entities in the Group and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:
(In thousands of foreign currencies)
Financial assets Monetary items USD USD JPY RMB EUR |
December 31, 2021 |
|---|---|
| Foreign Currency Exchange Rate $ 84,408 27.68 (USD:NTD) 105 6.3674 (USD:RMB) 155,405 0.2405 (JPY:NTD) 22,853 4.344 (RMB:NTD) 325 31.32 (EUR:NTD) (Continued) |
- 60 -
Financial liabilities Monetary items USD USD JPY RMB EUR CAD Financial assets Monetary items USD USD JPY RMB EUR Financial liabilities Monetary items USD USD JPY RMB EUR CAD |
December 31, 2021 Foreign Currency Exchange Rate $ 6,449 27.68 (USD:NTD) 1,031 6.3674 (USD:RMB) 185,531 0.2405 (JPY:NTD) 5,870 4.344 (RMB:NTD) 376 31.32 (EUR:NTD) 1 21.62 (CAD:NTD) (Concluded) December 31, 2020 Foreign Currency Exchange Rate $ 78,427 28.48 (USD:NTD) 84 6.5249 (USD:RMB) 199,920 0.2763 (JPY:NTD) 43,954 4.377 (RMB:NTD) 582 35.02 (EUR:NTD) 1,580 28.48 (USD:NTD) 959 6.5249 (USD:RMB) 170,073 0.2763 (JPY:NTD) 4,264 4.377 (RMB:NTD) 81 35.02 (EUR:NTD) 9 22.35 (CAD:NTD) |
|---|---|
For the years ended December 31, 2021 and 2020, realized and unrealized net foreign exchange losses were $79,604 thousand and $130,769 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the entities in the Group.
34. SEPARATELY DISCLOSED ITEMS
-
a. Information on significant transactions:
-
1) Financing provided to others (Table 1)
-
2) Endorsements/guarantees provided (Table 2)
-
61 -
-
3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3)
-
4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (None)
-
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)
-
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)
-
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)
-
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)
-
9) Trading in derivative instruments (None)
-
10) Other: Intercompany relationships and significant intercompany transactions (Table 4)
-
b. Information on investees (Table 5)
-
c. Information on investments in mainland China:
-
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 6)
-
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses (Table 7)
-
d. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 8)
35. SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods sold, which is measured on the same basis as the Group’s consolidated financial statements. The reported segments of the consolidated financial statements are the automatic production line and equipment segment and the information and controller segment.
- 62 -
a. Segment revenue and results
| Automatic production line and equipment segment Information and controller segment Total amount from continuing operations Unallocated amount: Operating expenses Other gains and losses Non-operating income and expenses Income before income tax |
Segment Revenue For the Year Ended December 31 2021 2020 $ 7,131,691 $ 5,051,648 2,729,712 3,857,017 $ 9,861,403 $ 8,908,665 |
Segment Income | Segment Income | ||
|---|---|---|---|---|---|
| For the Year Ended December 31 |
|||||
| 2021 $ 7,131,691 2,729,712 $ 9,861,403 |
2021 $ 1,550,125 494,906 2,045,031 (1,353,096) (537) (74,798) $ 616,600 |
2020 $ 1,513,681 369,625 1,883,306 (1,216,004) 1,592 (91,121) $ 577,773 |
The revenue reported above is generated from transactions with external customers. There were no sales between segments for the years ended December 31, 2021 and 2020.
Segment profit refers to the profit earned by various segments, which exclude allocated operating expenses, other gains and losses and non-operating income and expenses. These measured amounts will be reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.
b. Segment assets
The measured amounts of the Group’s assets were not reported to the chief operating decision maker, so the measured amount of segment assets was zero.
c. Revenue from major products and services
The following is an analysis of the Group’s revenue from continuing operations from its major products and services:
LCD devices Information product systems Robot operating systems Automatic storage systems Industrial controllers Semiconductor equipment |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2021 $ 3,571,569 2,086,282 577,610 1,805,118 643,430 1,177,394 $ 9,861,403 |
2020 $ 3,037,621 3,013,867 813,960 812,941 843,150 387,126 $ 8,908,665 |
- 63 -
d. Geographical information
The Group’s revenue from continuing operations from external customers by location of operations and information about its non-current assets by location of assets are detailed below:
| China Taiwan Others |
Revenue from External Customers For the Year Ended December 31 2021 2020 $ 4,625,118 $ 3,920,932 4,858,024 4,719,807 378,261 267,926 $ 9,861,403 $ 8,908,665 |
Non-current Assets | Non-current Assets | ||
|---|---|---|---|---|---|
| **December 31 ** | |||||
| 2021 $ 4,625,118 4,858,024 378,261 $ 9,861,403 |
2021 $ 777,695 2,183,255 518 $ 2,961,468 |
2020 $ 790,539 2,018,741 1,006 $ 2,810,286 |
Non-current assets exclude financial assets at fair value through other comprehensive income -non-current, investments accounted for using the equity method, intangible assets, deferred income tax assets, prepayments for equipment, refundable deposits and prepayments for investments.
- e. Information on major customers
Customers that individually contributed 10% or more to the Group’s revenue were as follows:
| Customer Name Customer FJ Customer P |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2021 Amount % $ 2,017,469 20.46 859,573 8.72 |
2020 | |
| Amount % $ 1,367,222 15.35 2,103,561 23.61 |
- 64 -
TABLE 1
MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. | Lender | Borrower | Financial Statement Account |
Related Party |
Highest Balance for the Period (Note 4) |
Ending Balance (Note 4) |
Actual Amount Borrowed |
Interest Rate (%) |
Nature of Financing (Note 2) |
Business Transaction Amount |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrower (Note 1) |
Aggregate Financing Limit (Note 3) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 0 1 |
MIRLE AUTOMATION CORPORATION Mirle Automation Technology (Shanghai) Co., Ltd. |
Mirle Automation (Kunshan) Co., Ltd. Mirle Automation (Kunshan) Co., Ltd. |
Other receivables from related parties Other receivables from related parties |
Yes Yes |
$ 286,704 347,520 |
$ 286,704 347,520 |
$ - 76,841 |
3 - |
2 2 |
$ - - |
Working capital Working capital |
$ - - |
- - |
$ - - |
$ 1,680,154 506,710 |
$ 1,680,154 506,710 |
- - |
Note 1: The total amount of financing provided to others shall not exceed 40% of the net value of the Group’s net value based on its most recent audited or reviewed financial statements. However, foreign companies in which the Group directly and indirectly held 100% of the voting shares are not subject to the preceding restrictions in the preceding requirement, but their total amount of financing provided to others shall not exceed 40% of the Group’s net value.
Note 2: Nature of financing:
-
For business
-
For short-term financing
Note 3: The total amount of financing provided to others shall not exceed 40% of the Group’s net value in its most recent audited or reviewed financial statements. The total amount of financing provided by Mirle Automation Technology (Shanghai) Co., Ltd. to others shall not exceed 40% of its net value in its most recent audited or reviewed financial statements.
Note 4: Financing limit approved by the board of directors.
- 65 -
TABLE 2
MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Endorser/Guarantor | Endorsee/Guarantee | Endorsee/Guarantee | Limit on Endorsement/ Guarantee Given on Behalf of Each Party (Note 3) |
Maximum Amount Endorsed/ Guaranteed During the Period |
Outstanding Endorsement/ Guarantee at the End of the Period |
Actual Amount Borrowed |
Amount Endorsed/ Guaranteed by Collateral |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
Aggregate Endorsement/ Guarantee Limit (Note 3) |
Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries |
Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent |
Endorsement/ Guarantee Given on Behalf of Companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship | |||||||||||
| MIRLE AUTOMATION CORPORATION |
Mirle Automation Technology (Shanghai) Co., Ltd. Mirle Automation Technology (Kunshan) Co., Ltd. MIRLE AUTOMATION INTER CORP. LTD. |
Note 1 Note 1 Note 2 |
$ 1,260,116 1,260,116 1,260,116 |
$ 470,560 110,720 83,040 |
$ 470,560 110,720 83,040 |
$ - - 23,666 |
$ - - - |
11 3 2 |
$ 2,100,193 2,100,193 2,100,193 |
Yes Yes Yes |
No No No |
Yes Yes No |
Note 1: The Corporation’s indirect wholly-owned subsidiaries.
Note 2: The Corporation’s direct wholly-owned subsidiaries.
Note 3: The amount of guarantees provided by the Group to any individual entity shall not exceed 10% of the Group’s net worth. The aggregate amount of guarantees available shall not exceed 50% of the Group’s net worth. The aggregate amount of guarantees given by the parent company on behalf of subsidiaries or subsidiaries on behalf of the parent company shall not exceed 30% of the Group’s net worth.
- 66 -
TABLE 3
MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December 31, 2021 | December 31, 2021 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Number of Shares (In Thousands) |
Carrying Amount |
Percentage of Ownership (%) |
Fair Value | |||||
| Mirle Automation Corporation | TIEF FUND, L.P. | - | Financial assets at fair value through other comprehensive income - non-current |
1,500 | $ 36,572 | 7 | $ 36,572 | Note 1 |
| TSUKUBASEIKO CO., LTD. | - | Financial assets at fair value through profit or loss- non-current |
143 | - | 4 | - | Note 1 | |
| PHOENIX II INNOVATION VENTURE CAPITAL CO., LTD. |
- | Financial assets at fair value through other comprehensive income - non-current |
1,000 | 12,125 | 2 | 12,125 | Note 1 | |
| UNION MONEY MARKET FUND | - | Financial assets as fair value through profit or loss-current |
3,752 | 50,035 | - | 50,035 | Note 2 | |
| JIH SUN MONEY MARKET FUND | - | Financial assets as fair value through profit or loss-current |
3,339 | 50,043 | - | 50,043 | Note 2 | |
| MIRTEK (BVI) CORP. LTD. | AMERICAN MERCHANTS HEAT CO., LTD. |
- | Financial assets at fair value through other comprehensive income - non-current |
1,654 | - | 6 | - | Note 1 |
Note 1: The market value was based on the fair value as of December 31, 2021.
Note 2: The fair value was based on the net assets value of the fund as of December 31, 2021.
Note 3: As of December 31, 2021, the above marketable securities had not been pledged or mortgaged.
Note 4: See Tables 5 and 6 for detailed information on subsidiaries and associates.
- 67 -
TABLE 4
MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. | Investee Company | Counterparty | Relationship (Note 1) |
Transaction Details | Transaction Details | ||
|---|---|---|---|---|---|---|---|
| Financial Statement Account | Amount | Payment Terms (Note 2) |
% of Total Sales or Assets |
||||
| 0 | MIRLE AUTOMATION CORPORATION | Mirle Automation Technology (Shanghai) Co., Ltd. |
1 1 1 1 1 1 1 1 |
Sales Purchase Manufacturing expenses Contract assets Accounts receivable from related parties Other receivables from related parties Contract liabilities Accounts payable to related parties |
$ 81,250 38,841 1,011 31,849 23,293 10,342 2,184 5,974 |
- - - - - - - - |
1 - - - - - - - |
| IOT SERVICES INFORMATION SYSTEM CORPORATION |
1 1 1 1 1 1 1 1 |
Sales Purchase Manufacturing expenses Other expenses Contract expenses Accounts receivable from related parties Accounts payable to related parties Accrued expenses and other current liabilities |
4,645 3,677 11,981 40,192 782 1,164 4,734 45,922 |
- - - - - - - - |
- - - - - - - - |
||
| Mirle Automation (Kunshan) Co., Ltd. | 1 1 1 |
Sales Disposal of property, plant and equipment Other receivables from related parties |
5,788 1,519 8 |
- - - |
- - - |
||
| VAN QUOC INFORMATION TECHNOLOGY CONSULTING SERVICES CO., LTD. |
1 | Sales | 1,090 | - | - | ||
| MIRLE AUTOMATION INTER CO., LTD. | 1 1 |
Sales Accounts receivable from related parties |
3 1,190 |
- - |
- - |
||
| FACTORY AUTOMATIONI INTERNATIONALCO.,LTD. |
1 1 |
Purchase Accounts payable to related parties |
4,050 2,835 |
- - |
- - |
||
| 1 | Mirle Automation Technology (Shanghai) Co., Ltd. |
Mirle Automation (Kunshan) Co., Ltd. | 3 3 3 3 |
Sales Purchase Accounts payable to related parties Other receivable from related parties |
8,365 96,724 173 76,895 |
- - - - |
- 1 - 1 |
| FACTORY AUTOMATION INTERNATIONAL CO., LTD. |
3 3 3 |
Sales Accounts receivable from related parties Accounts payable to related parties |
312 309 193 |
- - - |
- - - |
||
| 2 | Mirle Automation (Kunshan) Co., Ltd. | MIRLE AUTOMATION INTER CORP. LTD. |
3 3 |
Sales Accounts receivable from related parties |
14,290 11,297 |
- - |
- - |
| 3 | MIRLE AUTOMATION INTER CO., LTD. | VAN QUOC INFORMATION TECHNOLOGY CONSULTING SERVICES CO., LTD. |
3 |
Accounts payable to related parties | 166 | - | - |
Note 1: 1 represents transactions between the parent company and its subsidiaries, 3 represents transactions between subsidiaries.
Note 2: Sales and purchases between the parent company and its subsidiaries are handled in accordance with general sales and payment terms.
- 68 -
TABLE 5
MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | As of December 31, | As of December 31, | 2021 | Net Income (Loss) of the Investee |
Share of Profit (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 |
December 31, 2020 |
Number of Shares |
% | Carrying Amount |
|||||||
| MIRLE AUTOMATION CORPORATION MIRTEK (BVI) CORP. LTD. DAVID INVESTMENT CO., LTD IOT SERVICES INFORMATION SYSTEM CORPORATION |
MIRTEK (BVI) CORP. LTD. DAVID INVESTMENT CO., LTD MIRLE AUTOMATION INTER CORP. LTD. FACTORY AUTOMATION INTERNATIONAL CO., LTD. FORMOSA MEDICAL DEVICES INC. MAIN DRIVE CORPORATION MIRLE HOLDING CO., LTD. IOT SERVICES INFORMATION SYSTEM CORPORATION VAN QUOC INFORMATION TECHNOLOGY CONSULTING SERVICES CO., LTD. |
British Virgin Islands Taipei City Thailand Taipei City Taipei City Hsinchu County Seychelles Taipei City Vietnam |
Investment Investment Machinery installation construction, automatic warehousing and logistics equipment and cybernation equipment construction Computer application package software design, computer and peripheral equipment sales Medical equipment wholesale and retail Machinery and equipment manufacturing and installation construction, wholesale and retail sale of computing and business machinery equipment Investment Machinery and equipment manufacturing and installation construction, wholesale and retail sale of computing and business machinery equipment Machinery and equipment manufacturing and installation construction, wholesale and retail sale of computing and business machinery equipment |
$ 951,348 76,000 103,921 42,075 21,911 97,130 544,745 76,100 15,520 |
$ 951,348 76,000 101,221 42,075 21,911 72,280 544,745 76,000 15,520 |
29,641 - 10,300 1,275 2,523 9,713 17,000 7,610 - |
100 99 100 51 21 26.85 100 100 100 |
$ 1,736,303 79,355 74,853 45,722 - 34,310 470,775 79,452 25,016 |
$ 40,256 4,492 (7,170) 7,147 - (107,582) (47,128) 4,492 979 |
$ 40,036 4,486 (7,170) 3,647 - (29,147) (47,128) 4,492 979 |
Subsidiary Subsidiary Subsidiary Subsidiary Note 2 Associate Second-tier subsidiary Second-tier subsidiary Third-tier subsidiary |
Note 1: Refer to Table 6 for information on investments in mainland China.
Note 2: FORMOSA MEDICAL DEVICES INC. was dissolved on May 27, 2020, but the liquidation procedures have not yet been completed.
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TABLE 6
MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company | Main Businesses and Products | Paid-in Capital | Method of Investment |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2021 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) |
Carrying Amount as of December 31, 2021 |
Accumulated Repatriation of Investment Income as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Outward |
Inward | |||||||||||
| Mirle Automation Technology (Shanghai) Co., Ltd. Mirle Automation (Kunshan) Co., Ltd. Mirle Automation Technology (Guangdong) Co., Ltd. |
Developing, producing and selling of various packing machines, labeling machines, other food machinery, components of thermoforming models and automatic storage management equipment, logistics, other automated product systems and services and computer and network system integration and services Researching, developing and producing of welding robots and their welding equipment, automatic storage and management equipment, logistics and other automated product systems, industrial controller products and systems and providing industrial robot system, visual inspection system and computer and network system integrated application services Selling and manufacturing of industrial automatic control system devices; technical services, development, consulting, communication, transfer and promotion; electronic components and electromechanical component equipment manufacturing and selling; hardware research development, manufacturing and wholesale; electronic product sales; distribution switcher control equipment manufacturing, power transmission and distribution and control equipment manufacturing; motor and its control system research and development; servo control mechanism manufacturing and sales; electromechanical coupling system research and development; electrical equipment manufacturing; intelligent control system integration. |
US$ 1,323 ten thousand (Note 2) US$ 1,700 ten thousand (Note 4) US$ 38 ten thousand (Note 2) |
Note 1 Note 1 Note 1 |
US$ 1,161 ten thousand (Note 3) US$ 1,700 ten thousand - |
$ - - - |
$ - - - |
US$ 1,161 ten thousand US$ 1,700 ten thousand - |
$ 87,471 (47,128) 62 |
100 100 49 |
$ 87,471 (Note 5) (47,128) (Note 5) 31 (Note 5) |
$ 1,264,863 470,775 10,681 |
$ - - - |
(Continued)
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(Concluded)
| Accumulated Outward Remittance for Investments in Mainland China as of December 31, 2021 |
Investment Amount Authorized by the Investment Commission, MOEA |
Upper Limit on the Amount of Investments Stipulated by the Investment Commission, MOEA |
|---|---|---|
| US$2,861 ten thousand | US$3,156 ten thousand | $ 2,520,232 |
-
Note 1: By establishing MIRTEK (BVI) CORP. LTD. through investment in the third region and then invested in companies in mainland china.
-
Note 2: Accumulated outward remittance for investment from Taiwan is US$790 ten thousand, the amount of retained earnings transferred to ordinary shares is US$295 ten thousand and the investment amount of Xinji Photoelectric Co., Ltd. is US$238 ten thousand. After that, the Corporation acquired full ownership of Mirle Automation Technology (Shanghai) Co., Ltd. through MIRTEK (BVI) CORP. LTD.
-
Note 3: Accumulated outward remittance for investment from Taiwan is US$790 ten thousand. The Corporation obtained the shares of Mirle Automation Technology (Shanghai) Co., Ltd. by paying US$371 ten thousand to Xinji Photoelectric Co., Ltd.
-
Note 4: Accumulated outward remittance for investment from Taiwan is US$1,700 ten thousand. The Corporation invested and established MIRLE HOLDING CO., LTD. through MIRTEK (BVI) CORP. LTD.; meanwhile, the Corporation acquired full ownership of Mirle Automation (Kunshan) Co., Ltd. through MIRLE HOLDING CO., LTD.
-
Note 5: Calculated by reviewed financial statements of the investees for the same reporting periods as those of the Group.
-
Note 6: Calculated by unreviewed financial statements of the investees for the same reporting periods as those of the Group.
-
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TABLE 7
MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES
SIGNIFICANT TRANSACTIONS WITH INVESTEE COMPANIES IN MAINLAND CHINA, EITHER DIRECTLY OR INDIRECTLY THROUGH A THIRD PARTY, AND THEIR PRICES, PAYMENT TERMS, AND UNREALIZED GAINS OR LOSSES
FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company | Transaction Type | Purchase/Sale | Purchase/Sale | Price | Transaction Details | Transaction Details | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Unrealized (Gain) Loss |
Note |
|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Payment Terms | Comparison with Normal Transactions |
Ending Balance | % |
|||||
| Mirle Automation Technology (Shanghai) Co., Ltd. Mirle Automation (Kunshan) Co., Ltd. Mirle Automation Technology (Guangdong) Co., Ltd. |
Sales Purchase Sales Property transaction Purchase |
$ 81,250 38,841 5,788 1,519 19,053 |
1 1 0.1 - 0.2 |
Calculated according to the contract Calculated according to the contract Calculated according to the contract Calculated according to the contract Calculated according to the contract |
Based on mutual agreement Based on mutual agreement Based on mutual agreement Based on mutual agreement Based on mutual agreement |
No other equivalent transactions for comparison No other equivalent transactions for comparison No other equivalent transactions for comparison No other equivalent transactions for comparison No other equivalent transactions for comparison |
$ 23,293 (5,974) - - - |
9 0.2 - - - |
$ - - - 106 - |
None None None None None |
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TABLE 8
MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES
INFORMATION ABOUT MAIN SHAREHOLDERS DECEMBER 31, 2021
| No. | Name | Shares | |
|---|---|---|---|
| Number of Shares Held | Ownership Percentage | ||
| 1 | I-MEI FOODS CO., LTD. | 11,496,066 | 5.87% |
Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Group as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
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